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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Arqit Quantum Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 29, 2025 |
As filed with the Securities and Exchange Commission on August 29, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 29, 2025 Registration Statement No. |
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| August 29, 2025 |
Calculation of Filing Fee Tables F-3 Arqit Quantum Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial |
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| August 28, 2025 |
Exhibit 99.2 Form of Proxy Card Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V77646-P36945 For Against Abstain ! ! ! ! ! ! ARQIT QUANTUM INC. Nominees: 1. Election of Directors The Board of D |
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| August 28, 2025 |
Arqit Quantum Inc. 1st Floor, 3 Orchard Place London SW1H 0BF United Kingdom Exhibit 99.1 Arqit Quantum Inc. 1st Floor, 3 Orchard Place London SW1H 0BF United Kingdom August 27, 2025 Dear Shareholder: You are invited to attend the Annual General Meeting of Arqit Quantum Inc. (“Arqit”), which will be held at 2.00 p.m., British Summer Time on September 11, 2025, at 5 Old Broad Street, London, EC2N 1DW United Kingdom and via webcast. Information concerning the matters to be c |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 Orchard Place London SW1H 0BF, United Kingdom (Address of pr |
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| May 22, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259982 PROSPECTUS SUPPLEMENT (To Prospectus dated November 22, 2022) Arqit Quantum Inc. 4,717,000 Ordinary Shares 6,266,667 Warrants to Purchase Ordinary Shares 595,666 Ordinary Shares Underlying Warrants This prospectus supplement updates and amends certain information contained in the prospectus dated November 22, 2022 (the “Prospectus”) cove |
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| May 22, 2025 |
Exhibit 99.1 Arqit Quantum Inc. Announces Financial Results for First Half of Fiscal Year 2025 London, UK – 22 May 2025 Arqit Quantum Inc. (Nasdaq: ARQQ) (“Arqit” or the “Company”), a global leader in quantum-safe encryption, announces financial results for the first half of fiscal year 2025. ●Consistent with management’s preliminary assessment of the expected range of revenue which was announced |
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| May 22, 2025 |
Table of Contents Exhibit 99.2 Arqit Quantum Inc. Unaudited Condensed Consolidated Interim Financial Statements For the period ended 31 March 2025 Table of Contents Arqit Quantum Inc. Unaudited Condensed Consolidated Financial Statements as of and for the period ended 31 March 2025 Contents Page Condensed Consolidated Statement of Comprehensive Income (unaudited) 3 Condensed Consolidated Statement |
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| May 22, 2025 |
Results of Operations of Arqit Quantum Inc., (“Arqit” or the “Company”) Exhibit 99.3 Results of Operations of Arqit Quantum Inc., (“Arqit” or the “Company”) Comparison of the Six Months Ended March 31, 2025 and 2024 Revenue Revenue decreased by $52 thousand from $119 thousand for the six months ended March 31, 2024 to $67 thousand for the six months ended March 31, 2025. The decrease was due to less revenue being recognized under customer contracts as Arqit continues |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 Orchard Place London, SW1H 0BF United Kingdom (Address of princ |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 Orchard Place London, SW1H 0BF United Kingdom (Address of pri |
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| April 4, 2025 |
Exhibit 99.1 Arqit Quantum Inc. Announces Select Preliminary Financial Results for First Half of Fiscal Year 2025 London, UK – 4 April 2025 Arqit Quantum Inc. (“Arqit”), a global leader in quantum-safe encryption, announces select preliminary financial results for the first half of fiscal year 2025. Based on preliminary unaudited results, management expects the Company to report for the first half |
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| February 5, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Arqit Quantum Inc. |
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| February 5, 2025 |
Registration No. 333- As filed with the United States Securities and Exchange Commission on February 5, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARQIT QUANTUM INC. (Exact name of Registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or o |
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| February 5, 2025 |
ARQIT QUANTUM INC. 2021 INCENTIVE AWARD PLAN (as amended on February 4, 2025) Exhibit 99.1 ARQIT QUANTUM INC. 2021 INCENTIVE AWARD PLAN (as amended on February 4, 2025) 1. Establishment of the Plan; Effective Date; Duration. (a) Establishment of the Plan; Effective Date. Arqit Quantum Inc., a Cayman Islands corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Arqit Quantum Inc. 2021 Incentive Award Plan |
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| January 29, 2025 |
Arqit Quantum Inc Up to $75,000,000 Ordinary Shares TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-284343 PROSPECTUS SUPPLEMENT (To Prospectus dated January 29, 2025) Arqit Quantum Inc Up to $75,000,000 Ordinary Shares We have entered into an At The Market Offering Agreement, dated January 17, 2025 (the “sales agreement”), with H.C. Wainwright & Co., LLC (the “sales agent” or “Wainwright”), relating to ordinary shares, no |
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| January 28, 2025 |
January 28, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D. |
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| January 17, 2025 |
As filed with the Securities and Exchange Commission on January 17, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 17, 2025 Registration No. |
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| January 17, 2025 |
Filed: 20-Dec-2024 15:01 EST Auth Code: D68853963008 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Arqit Quantum Inc. (ROC #374857) (the "Company") TAKE NOTICE that at a general meeting of the Company dated 18 December 2024, the following resolution was passed: 1 Proposal No. 1 – Increase in Authorised Share Capital RESOLVED, as an ordinary resolution, that the authorized share capita |
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| January 17, 2025 |
ARQIT QUANTUM INC., as issuer as trustee Dated as of [●], [●] TABLE OF CONTENTS Exhibit 4.2 FORM OF INDENTURE ARQIT QUANTUM INC., as issuer and [●], as trustee INDENTURE Dated as of [●], [●] TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 4 ARTICLE II THE SECURITIES 5 Section 2.01 Issuable in S |
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| January 17, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Arqit Quantum Inc. |
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| January 17, 2025 |
AT THE MARKET OFFERING AGREEMENT January 17, 2025 Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT January 17, 2025 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: Arqit Quantum Inc., a Cayman Islands corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreement and any |
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| December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 3 Orchard Place London SW1H 0BF, United Kingdom (Address of principal e |
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| December 9, 2024 |
Arqit Quantum Inc. 1st Floor, 3 Orchard Place, London, SW1H 0BF United Kingdom Exhibit 99.1 Arqit Quantum Inc. 1st Floor, 3 Orchard Place, London, SW1H 0BF United Kingdom December 4, 2024 Dear Shareholder: You are invited to attend the Extraordinary General Meeting of Arqit Quantum Inc., which will be held at 2:00 p.m., Greenwich mean Time on Wednesday, December 18, 2024, at 1st Floor, 3 Orchard Place, London, SW1H 0BF United Kingdom and via webcast. Information concerning t |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 Orchard Place London, SW1H 0BF United Kingdom (Address of |
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| December 9, 2024 |
Exhibit 99.2 Proxy Card (ARQQ EGM 2024) VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on December 17, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruct |
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| December 5, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Andy Leaver, certify that: 1. I have reviewed this annual report on Form 20-F of Arqit Quantum Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| December 5, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Nick Pointon, certify that: 1. I have reviewed this annual report on Form 20-F of Arqit Quantum Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| December 5, 2024 |
Exhibit 2.10 DESCRIPTION OF SECURITIES The following description of the material terms of the securities of Arqit Quantum Inc. includes a summary of specified provisions of the Memorandum and Articles of association of the Company (the “Articles) and the forms of the warrants described herein. This description is subject to and qualified in its entirety by reference to the Articles and the forms o |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 Orchard Place London, SW1H 0BF United Kingdom (Address of |
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| December 5, 2024 |
www.verify.gov.ky File#: 374857 Exhibit 1.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Arqit Quantum Inc. (ROC #374857) (the “Company”) TAKE NOTICE that at a general meeting of the shareholders of the Company dated 18 September 2024, the following resolutions were passed: RESOLVED, as an ordinary resolution, that, subject to the average closing price, rounded to the neares |
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| December 5, 2024 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Arqit Quantum Inc. (the “Company”) on Form 20-F for the year ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nick Pointon, Chief Financial Officer of the Company, certify, |
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| December 5, 2024 |
Arqit Quantum Inc. INSIDER TRADING POLICY Exhibit 19.1 Arqit Quantum Inc. INSIDER TRADING POLICY This document sets forth the Insider Trading Policy (the “Policy”) of Arqit Quantum Inc. and its direct and indirect subsidiaries (collectively, “Arqit”). The Policy establishes the policies and procedures that govern trading by Arqit personnel in Arqit securities. The securities of any other company about which such personnel learns material, |
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| December 5, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the following Arqit Quantum Inc. registration statements: (1)registration statement on Form S-8 (File No. 333-262215); (2)registration statement on Form S-8 (File No. 333-275960); (3)registration statement on Form F-3 (File No. 333-268786); and (4)registration statement on F |
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| December 5, 2024 |
Exhibit 99.1 Arqit Quantum Inc. Announces Financial and Operational Results for the Fiscal Year 2024 $293,000 in revenue generated for the full fiscal year Signed seven figure multi-year SKA-PlatformTM enterprise license contract Commence fiscal year 2025 with annual recurring revenue backlog Cash position of $18.7 million at the end of the period London, UK – 5 December 2024 – Arqit Quantum Inc. |
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| December 5, 2024 |
ARQIT QUANTUM INC. AMENDED AND RESTATED 2021 INCENTIVE AWARD PLAN Exhibit 4.2 ARQIT QUANTUM INC. AMENDED AND RESTATED 2021 INCENTIVE AWARD PLAN 1.Establishment of the Plan; Effective Date; Duration. (a)Establishment of the Plan; Effective Date. Arqit Quantum Inc., a Cayman Islands corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Arqit Quantum Inc. 2021 Incentive Award Plan,” as amended from time to time (the “P |
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| December 5, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Arqit Quantum Inc. (the “Company”) on Form 20-F for the year ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andy Leaver, Chief Executive Officer of the Company, certify, p |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX |
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| December 5, 2024 |
Exhibit 2.1 ARQIT QUANTUM INC. Number Ordinary Shares 00[ ] -[ ]- Incorporated under the laws of the Cayman Islands Share capital is US$50,000 divided into 18,760,000 ordinary shares of a par value of US$0.0025 per share and 1,240,000 preference shares of a par value of US$0.0025 per share THIS IS TO CERTIFY THAT [INSERT NAME] is the registered holder of [INSERT NUMBER] Ordinary Shares in the abov |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 Orchard Place London, SW1H 0BF United Kingdom (Address of |
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| December 3, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259982 PROSPECTUS SUPPLEMENT (To Prospectus dated November 22, 2022) Arqit Quantum Inc. 4,717,000 Ordinary Shares 6,266,667 Warrants to Purchase Ordinary Shares 595,666 Ordinary Shares Underlying Warrants This prospectus supplement updates and amends certain information contained in the prospectus dated November 22, 2022 (the “Prospectus”) cove |
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| November 14, 2024 |
ARQQ / Arqit Quantum Inc. / Williams Sarah Jane - SC 13G/A Passive Investment SC 13G/A 1 arqitsc13ga1.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. 1)* ARQIT QUANTUM INC. (Name of Issuer) Ordinary Shares, par value $0.000004 per share (Title of Class of Securities) G0567U 127 (CUSIP Number) October 9, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 3 Orchard Place London SW1H 0BF, United Kingdom (Address of principal ex |
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| October 2, 2024 |
ARQQ / Arqit Quantum Inc. / D2BW Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) ARQIT QUANTUM INC. (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) G0567U127 (CUSIP Number) D2BW Limited c/o Arqit Limited 3 Orchard Place London SW1H 0BF, United Kingdom +44 203 91 70155 (Name, Address and Telephone Number of Person Autho |
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| October 2, 2024 |
ARQQ / Arqit Quantum Inc. / Heritage Assets SCSp. - SC 13D/A Activist Investment UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Arqit Quantum Inc. (Name of Issuer) Ordinary Shares, $0.000004 par value per share (Title of Class of Securities) G0567U127 (CUSIP Number) Heritage Assets SCSp c/o Heritage Services SAM, 7 rue du Gabian, 98000 Monaco Attention: Cristina Levis +377 97 97 63 |
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| October 1, 2024 |
Arqit Quantum Inc. 5,440,000 Ordinary Shares TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-268786 PROSPECTUS SUPPLEMENT (To Prospectus dated December 30, 2022) Arqit Quantum Inc. 5,440,000 Ordinary Shares We are offering to certain investors pursuant to this prospectus supplement and the accompanying base prospectus up to an aggregate of 5,440,000 of our ordinary shares, $0.000004 par value each (the “Or |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 3 Orchard Place London SW1H 0BF, United Kingdom (Address of principal ex |
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| October 1, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2024, between Arqit Quantum Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and |
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| October 1, 2024 |
Arqit Quantum Inc. Announces $13.6 Million Registered Direct Offering Exhibit 99.1 Arqit Quantum Inc. Announces $13.6 Million Registered Direct Offering London, UK – 30 September 2024 – Arqit Quantum Inc. (Nasdaq: ARQQ, ARQQW) (“Arqit” or the “Company”), a global leader in quantum encryption technology, today announced that it has entered into a definitive securities purchase agreement with existing shareholders Heritage Assets SCSP, Notion Capital, Carlo Calabria, |
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| October 1, 2024 |
ARQQ / Arqit Quantum Inc. / Williams Sarah Jane - SC 13G Passive Investment SC 13G 1 arqitsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 (Amendment No. )* ARQIT QUANTUM INC. (Name of Issuer) Ordinary Shares, par value $0.000004 per share (Title of Class of Securities) G0567U 127 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| October 1, 2024 |
ORDINARY SHARE PURCHASE WARRANT Arqit Quantum Inc. Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER |
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| October 1, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-268786 PROSPECTUS SUPPLEMENT (To Prospectus dated December 30, 2022) Arqit Quantum Inc. This prospectus supplement supplements and amends the prospectus dated December 30, 2022 (the “Prospectus”), as supplemented and amended by that certain prospectus supplement dated December 30, 2022, that certain prospectus supplement dated September 8, 2023 |
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| September 27, 2024 |
Arqit announces leadership transition with the appointment of a new Chief Executive Officer Exhibit 99.1 Arqit announces leadership transition with the appointment of a new Chief Executive Officer London, UK – 21:30 BST 27 September 2024 – Arqit Quantum Inc. (Nasdaq: ARQQ, ARQQW), a leading provider of quantum-safe encryption, today announced a leadership transition. Andy Leaver, a seasoned software company executive and Operating Partner from Notion Capital, has been appointed as Chief |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 3 Orchard Place London SW1H 0BF, United Kingdom (Address of principal |
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| September 19, 2024 |
Arqit Quantum Inc. Announces 25:1 Reverse Share Split Exhibit 99.1 Arqit Quantum Inc. Announces 25:1 Reverse Share Split LONDON, UK September 19, 2024 /Globenewswire/ - Arqit Quantum Inc. (Nasdaq: ARQQ) (“Arqit” or the “Company”), a leader in quantum safe encryption, today announces that, following approval by the Company’s shareholders at its annual general meeting held on September 18, 2024, the Company’s Board of Directors has determined to effect |
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| September 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 3 Orchard Place London SW1H 0BF, United Kingdom (Address of principal |
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| September 16, 2024 |
ARQQ / Arqit Quantum Inc. / D2BW Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) ARQIT QUANTUM INC. (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) G0567U101 (CUSIP Number) D2BW Limited c/o Arqit Limited 3 Orchard Place London SW1H 0BF, United Kingdom +44 203 91 70155 (Name, Address and Telephone Number of Person Autho |
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| August 27, 2024 |
Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V56361-P17990 1b. MANFREDI LEFEBVRE D’OVIDIO Nominees: 1a. DAVID WILLIAMS 1c. GARTH RITCHIE from US$50,000 divided into 469,000,001 o |
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| August 27, 2024 |
Arqit Quantum Inc. 3 Orchard Place London SW1H 0BF, United Kingdom Exhibit 99.1 Arqit Quantum Inc. 3 Orchard Place London SW1H 0BF, United Kingdom August 27, 2024 Dear Shareholder: You are invited to attend the Annual General Meeting of Arqit Quantum Inc. (“Arqit”), which will be held at 3:00 p.m., British Summer Time on September 18, 2024, at 5 Old Broad Street, London, EC2N 1DW United Kingdom and via webcast. Information concerning the matters to be considered |
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| August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 3 Orchard Place London SW1H 0BF, United Kingdom (Address of principal exe |
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| May 20, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259982 PROSPECTUS SUPPLEMENT (To Prospectus dated November 22, 2022) Arqit Quantum Inc. 117,925,000 Ordinary Shares 6,266,667 Warrants to Purchase Ordinary Shares 14,891,640 Ordinary Shares Underlying Warrants This prospectus supplement updates and amends certain information contained in the prospectus dated November 22, 2022 (the “Prospectus”) |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom (Ad |
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| May 20, 2024 |
Exhibit 99.3 Results of Operations Comparison of the Six Months Ended March 31, 2024 and 2023 Revenue Revenue increased by $100 thousand from $19 thousand for the six months ended March 31, 2023 to $119 thousand for the six months ended March 31, 2024. The increase was due to increased sales volumes compared to the six months ended March 31, 2023 as a result of new channel partnerships formed in t |
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| May 20, 2024 |
Exhibit 99.1 Arqit Quantum Inc. Announces Financial and Operational Results for the First Half of Fiscal Year 2024 $119,000 of revenue for the six month period ended 31 March 2024 with certain prospective deals slipping to the second half of the fiscal year Renewal or contract extension with nine existing customers, representing revenue from small engagements with potential for larger reveneue opp |
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| May 20, 2024 |
Table of Contents Exhibit 99.2 Arqit Quantum Inc. Unaudited Condensed Consolidated Interim Financial Statements For the period ended 31 March 2024 Table of Contents Arqit Quantum Inc. Unaudited Condensed Consolidated Financial Statements as of and for the period ended 31 March 2024 Contents Page Condensed Consolidated Statement of Comprehensive Income (unaudited) 3 Condensed Consolidated Statement |
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| April 15, 2024 |
ARQQ / Arqit Quantum Inc. / D2BW Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) ARQIT QUANTUM INC. (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) G0567U101 (CUSIP Number) D2BW Limited c/o Arqit Limited Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom +44 203 91 70155 (Name, Address and Telepho |
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| April 15, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2024, between Arqit Quantum Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and cond |
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| April 15, 2024 |
Arqit Quantum Inc. 1,241,379 Ordinary Shares TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-268786 PROSPECTUS SUPPLEMENT (To Prospectus dated December 30, 2022) Arqit Quantum Inc. 1,241,379 Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to D2BW Limited, an existing shareholder beneficially owned by our Chief Executive Officer, David Williams, and ou |
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| April 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-268786 PROSPECTUS SUPPLEMENT (To Prospectus dated December 30, 2022) Arqit Quantum Inc. This prospectus supplement supplements and amends the prospectus dated December 30, 2022 (the “Prospectus”), as supplemented and amended by that certain prospectus supplement dated December 30, 2022 and that certain prospectus supplement dated September 8, 2 |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom ( |
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| February 13, 2024 |
ARQQ / Arqit Quantum Inc. / Evolution Technology Fund II, SCSP. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Arqit Quantum Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) G0567U101 (CUSIP Number) The Evolut |
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| January 26, 2024 |
ARQQ / Arqit Quantum Inc. / NOTION CAPITAL III GP LLP - SC 13G Passive Investment SC 13G 1 d733953dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arqit Quantum Inc. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G0567U101 (CUSIP Number) (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| December 8, 2023 |
Registration No. 333- As filed with the United States Securities and Exchange Commission on December 8, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARQIT QUANTUM INC. (Exact name of Registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or o |
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| December 8, 2023 |
ARQIT QUANTUM INC. 2021 INCENTIVE AWARD PLAN (as amended on October 12, 2023) Exhibit 99.1 ARQIT QUANTUM INC. 2021 INCENTIVE AWARD PLAN (as amended on October 12, 2023) 1. Establishment of the Plan; Effective Date; Duration. (a) Establishment of the Plan; Effective Date. Arqit Quantum Inc., a Cayman Islands corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Arqit Quantum Inc. 2021 Incentive Award Plan,” as amended from time |
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| December 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Arqit Quantum Inc. |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX |
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| November 21, 2023 |
Exhibit 2.9 DESCRIPTION OF SECURITIES The following description of the material terms of the securities of Arqit Quantum Inc. includes a summary of specified provisions of the Memorandum and Articles of association of the Company (the “Articles) and the forms of the warrants described herein. This description is subject to and qualified in its entirety by reference to the Articles and the forms of |
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| November 21, 2023 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Arqit Quantum Inc. (the “Company”) on Form 20-F for the year ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Williams, Chief Executive Officer of the Company, certify |
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| November 21, 2023 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the following Arqit Quantum Inc. registration statements: (1)registration statement on Form S-8 (File No. 333-262215); (2)registration statement on Form F-3 (File No. 333-268786); and (3)registration statement on Form F-3 (File No. 333-259982) of our report dated November 21 |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdo |
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| November 21, 2023 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Arqit Quantum Inc. (the “Company”) on Form 20-F for the year ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nick Pointon, Chief Financial Officer of the Company, certify, |
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| November 21, 2023 |
ARQIT QUANTUM INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97.1 ARQIT QUANTUM INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Arqit Quantum Inc. (the “Company”) has adopted this |
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| November 21, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, David Williams, certify that: 1. I have reviewed this annual report on Form 20-F of Arqit Quantum Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig |
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| November 21, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Nick Pointon, certify that: 1. I have reviewed this annual report on Form 20-F of Arqit Quantum Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| November 21, 2023 |
Exhibit 99.1 Arqit Quantum Inc. Announces Financial and Operational Results for the Fiscal Year 2023 $5.6 million of revenue and other operating income from discontinued operations for fiscal year 2023 Revenue for the second half of fiscal year 2023 from the sale of QuantumCloud™ symmetric key agreement encryption technology increased from the first half of fiscal year 2023 New specialised applica |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom |
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| September 15, 2023 |
ARQQ / Arqit Quantum Inc / Heritage Assets SCSp. - SC 13D/A Activist Investment SC 13D/A 1 tm2326263d1sc13da.htm SC 13D/A UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Arqit Quantum Inc. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G0567U101 (CUSIP Number) Heritage Assets SCSp c/o Heritage Services SAM 7 rue du Gabian - 98000 Monaco |
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| September 11, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2023, between Arqit Quantum Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c |
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| September 11, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-268786 PROSPECTUS SUPPLEMENT (To Prospectus dated December 30, 2022) Arqit Quantum Inc. 20,755,677 Ordinary Shares Warrants to Purchase up to 20,755,677 Ordinary Shares Placement Agent Warrants to Purchase up to 705,128 Ordinary Shares (and the Ordinary Shares underlying the Warrants and Placement Agent Warrants) W |
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| September 11, 2023 |
ORDINARY SHARE PURCHASE WARRANT Arqit Quantum Inc. Exhibit 4.1 ORDINARY SHARE PURCHASE WARRANT Arqit Quantum Inc. Warrant Shares: Initial Exercise Date: September 12, 2023 THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingd |
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| September 11, 2023 |
Arqit Quantum Inc. Announces $16.2 Million Registered Direct Offering Exhibit 99.1 Arqit Quantum Inc. Announces $16.2 Million Registered Direct Offering London, UK – 8 September 2023 – Arqit Quantum Inc. (Nasdaq: ARQQ, ARQQW) (“Arqit” or the “Company”), a global leader in quantum encryption technology, today announced that it has entered into a definitive securities purchase agreement for the sale and purchase of 12,820,513 of the Company’s ordinary shares, $0.0001 |
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| September 11, 2023 |
PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT Arqit Quantum Inc. Exhibit 4.2 PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT Arqit Quantum Inc. Warrant Shares: Initial Exercise Date: September 12, 2023 THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on |
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| September 8, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-268786 PROSPECTUS SUPPLEMENT (To Prospectus dated December 30, 2022) Arqit Quantum Inc. This prospectus supplement supplements and amends the prospectus dated December 30, 2022 (the “Prospectus”), as supplemented and amended by that certain prospectus supplement dated December 30, 2022 covering the offering, issuance and sale of up to a maximum |
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| September 7, 2023 |
Exhibit 99.1 New Product Launch and Business Update London, UK - 7 September 2023 - Arqit Quantum Inc. (Nasdaq: ARQQ, ARQQW) (Arqit), a leader in quantum-safe encryption, today announced the launch of its third application product, Arqit WalletSecure™. Arqit sells a core Symmetric Key Agreement Platform-as-a-Service which can be used for any encryption task. This announcement follows the launch of |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingd |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingd |
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| August 8, 2023 |
Exhibit 99.2 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE 0 0 0 0 0 0 00006180171 R1.0.0.6 ARQIT QUANTUM INC. 7TH FLOOR, NOVA NORTH 11 BRESSENDEN PLACE LONDON EN |
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| August 8, 2023 |
Arqit Quantum Inc. Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY United Kingdom Exhibit 99.1 Arqit Quantum Inc. Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY United Kingdom August 8, 2023 Dear Shareholder: You are invited to attend the Annual General Meeting of Arqit Quantum Inc., which will be held at 3:00 p.m., British Summer Time on Thursday, September 7, 2023, at Nova North, Floor 7, 11 Bressenden Place, London, SW1E 5BY United Kingdom and via webcast. Informat |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom |
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| June 2, 2023 |
Exhibit 99.1 Arqit Quantum Inc. Unaudited Condensed Consolidated Interim Financial Statements As of and for the period ended 31 March 2023 Arqit Quantum Inc. Unaudited Condensed Consolidated Interim Financial Statements as of and for the period ended 31 March 2023 Contents Page Condensed Consolidated Statement of Comprehensive Income (unaudited) 2 Condensed Consolidated Statement of Financial Posi |
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| June 2, 2023 |
Exhibit 99.2 Arqit Quantum Inc. (“Arqit”) Management’s Discussion and Analysis of Financial Condition and Results of Operations Comparison of the Six Months Ended March 31, 2023 and 2022 Revenue Revenue decreased by $5.3 million from $5.3 million for the six months ended March 31, 2022 to $19 thousand for the six months ended March 31, 2023. The decrease was due to the time required to establish r |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom (A |
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| May 17, 2023 |
Exhibit 99.1 Arqit Quantum Inc. Announces Financial and Operational Results for the First Half of Fiscal Year 2023 $2.6 million of revenue and other operating income for the six month period First cloud platform revenues generated through previously announced channel partnership Significant cost reduction initiative actioned Adviser retained in connection with potential sale of satellite division |
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| May 17, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259982 PROSPECTUS SUPPLEMENT (To Prospectus dated November 22, 2022) Arqit Quantum Inc. 117,925,000 Ordinary Shares 6,266,667 Warrants to Purchase Ordinary Shares 14,891,640 Ordinary Shares Underlying Warrants This prospectus supplement updates and amends certain information contained in the prospectus dated November 22, 2022 (the “Prospectus”) |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom (Ad |
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| February 21, 2023 |
Exhibit 4.1 ORDINARY SHARE PURCHASE WARRANT Arqit Quantum Inc. Warrant Shares: Initial Exercise Date: February 22, 2023 THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo |
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| February 21, 2023 |
Arqit Quantum Inc. Announces $20 Million Registered Direct Offering Exhibit 99.1 Arqit Quantum Inc. Announces $20 Million Registered Direct Offering London, UK – 17 February 2023 – Arqit Quantum Inc. (Nasdaq: ARQQ, ARQQW) (“Arqit”), a global leader in quantum encryption technology, today announced that it has entered into a definitive securities purchase agreement with several institutional investors (the “Securities Purchase Agreement”) for the sale and purchase |
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| February 21, 2023 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 2023, between Arqit Quantum Inc., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and c |
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| February 21, 2023 |
our report on Form 6-K, filed with the SEC on February 21, 2023. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdo |
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| February 21, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-268786 PROSPECTUS SUPPLEMENT (To Prospectus dated December 30, 2022) Arqit Quantum Inc. 10,000,000 Ordinary Shares Warrants to Purchase up to 7,500,000 Ordinary Shares Placement Agent Warrants to Purchase up to 550,000 Ordinary Shares (and the Ordinary Shares underlying the Warrants and Placement Agent Warrants) We |
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| February 21, 2023 |
Form of Placement Agent Warrant Exhibit 4.2 PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT Arqit Quantum Inc. Warrant Shares: Initial Exercise Date: February 22, 2023 THIS PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o |
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| February 3, 2023 |
ARQQ / Arqit Quantum Inc / D2BW Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) ARQIT QUANTUM INC. (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) G0567U101 (CUSIP Number) D2BW Limited c/o Arqit Limited Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom +44 203 91 70155 (Name, Address and Telepho |
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| January 6, 2023 |
ARQQ / Arqit Quantum Inc / NOTION CAPITAL III GP LLP - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arqit Quantum Inc. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G0567U101 (CUSIP Number) January 5, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is |
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| December 30, 2022 |
Arqit Quantum Inc Up to $50,000,000 Ordinary Shares TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-268786 PROSPECTUS SUPPLEMENT (To Prospectus dated December 30, 2022) Arqit Quantum Inc Up to $50,000,000 Ordinary Shares We have entered into an At The Market Offering Agreement, dated December 14, 2022 (the “sales agreement”), with H.C. Wainwright & Co., LLC (the “sales agent” or “Wainwright”), relating to ordinar |
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| December 28, 2022 |
December 28, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D. |
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| December 28, 2022 |
As filed with the Securities and Exchange Commission on December 28, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 28, 2022 Registration No. |
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| December 14, 2022 |
Exhibit 99.1 Arqit Quantum Inc. Announces Financial and Operational Results for the Fiscal Year 2022 $20 million of revenue and other operating income for the fiscal year Technology innovation expected to have positive impact on future results Recent major channel partner announcements clarify path to success London, UK – 14 December 2022 – Arqit Quantum Inc. (Nasdaq: ARQQ, ARQQW) (“Arqit”), a glo |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdo |
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| December 14, 2022 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Arqit Quantum Inc. (the “Company”) on Form 20-F for the year ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nick Pointon, Chief Financial Officer of the Company, certify, |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX |
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| December 14, 2022 |
EX-1.2 2 tm2232467d2ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT December 14, 2022 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: Arqit Quantum Inc., a Cayman Islands corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that |
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| December 14, 2022 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Arqit Quantum Inc. (the “Company”) on Form 20-F for the year ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Williams, Chief Executive Officer of the Company, certify |
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| December 14, 2022 |
Exhibit 2.5 DESCRIPTION OF SECURITIES The following description of the material terms of the securities of Arqit Quantum Inc. (the ?Company?) includes a summary of specified provisions of the Memorandum and Articles of association of the Company (the ?Articles). This description is qualified by reference to the Articles. General The Company is a Cayman Islands exempted company (company number 3748 |
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| December 14, 2022 |
EX-4.2 3 tm2232467d2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FORM OF INDENTURE ARQIT QUANTUM INC., as issuer and [●], as trustee INDENTURE Dated as of [●], [●] TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 4 ARTICLE II T |
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| December 14, 2022 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Nick Pointon, certify that: 1. I have reviewed this annual report on Form 20-F of Arqit Quantum Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| December 14, 2022 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, David Williams, certify that: 1. I have reviewed this annual report on Form 20-F of Arqit Quantum Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig |
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| December 14, 2022 |
Calculation of Filing Fee Tables. Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Arqit Quantum Inc. |
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| December 14, 2022 |
Form F-3 with the Securities and Exchange Commission, or the SEC, on December TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 14, 2022 Registration No. |
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| November 22, 2022 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-259982 PROSPECTUS ARQIT QUANTUM INC. 117,925,000 Ordinary Shares 6,266,667 Warrants to Purchase Ordinary Shares 14,891,640 Ordinary Shares Underlying Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 117,92 |
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| November 9, 2022 |
As filed with the Securities and Exchange Commission on November 9, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 9, 2022 Registration Statement No. |
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| November 9, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form F-3 (Form Type) Arqit Quantum Inc. |
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| September 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingd |
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| August 8, 2022 |
Exhibit 99.2 Form of Proxy Card 2011 CRYSTAL DRIVE SUITE 325 ARLINGTON, VA 22202 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ? SCAN TO VIEW MATERIALS &VOTE t> VOTE BY INTERNET? www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11 :59 P.M. ET on 09/06/2022. Have your proxy card in |
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| August 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom |
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| August 8, 2022 |
Arqit Quantum Inc. Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY United Kingdom Exhibit 99.1 Arqit Quantum Inc. Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY United Kingdom August 8, 2022 Dear Shareholder: You are invited to attend the Annual General Meeting of Arqit Quantum Inc., which will be held at 12:00 p.m., Eastern Time, on Wednesday, September 7, 2022, at 251 18th Street, Arlington, Virginia, USA 22202 and via webcast. Information concerning the matters to |
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| July 11, 2022 |
July 11, 2022 Kathryn Jacobson, Senior Staff Accountant Robert Littlepage, Accountant Branch Chief Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Washington, D. |
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| June 15, 2022 |
June 15, 2022 VIA EDGAR Kathryn Jacobson, Senior Staff Accountant Robert Littlepage, Accountant Branch Chief Division of Corporation Finance Office of Technology United States Securities and Exchange Commission Washington, D. |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Nova North, Floor 7, 11 Bressenden Place London SW1E 5BY, United Kingdom (Ad |
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| May 12, 2022 |
Arqit Founders Voluntarily Extend Lock-Up Signals long-term commitment Exhibit 99.2 Arqit Founders Voluntarily Extend Lock-Up Signals long-term commitment London, UK ? 12 May 2022 ? Arqit Quantum Inc. (the ?Company?) today announces that the majority of former shareholders of Arqit Limited (or their transferees) and former members of Centricus Heritage, LLC, the sponsor of Centricus Acquisition Corp. have voluntarily entered into extensions of their lock-up agreement |
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| May 12, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259982 Supplement No. 1 (To Prospectus dated December 23, 2021) Arqit Quantum Inc. 117,925,000 Ordinary Shares 6,266,667 Warrants to Purchase Ordinary Shares 14,891,640 Ordinary Shares Underlying Warrants This prospectus supplement updates and amends certain information contained in the prospectus dated December 23, 2021 (the ?Prospectus?) cove |
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| May 12, 2022 |
Exhibit 99.1 Arqit Quantum Inc. Announces Financial and Operational Results for the First Half of Fiscal Year 2022 Generated $12.3 million of revenue and other operating income in the first half of fiscal year 2022 London, UK ? 12 May 2022 ? Arqit Quantum Inc. (Nasdaq: ARQQ, ARQQW) (?Arqit?), a global leader in quantum encryption technology, today announced its operational and financial results fo |
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| January 18, 2022 |
Registration No. 333- As filed with the United States Securities and Exchange Commission on January 18, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARQIT QUANTUM INC. (Exact name of Registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or o |
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| January 6, 2022 |
ARQQ / Arqit Quantum Inc / NOTION CAPITAL III GP LLP - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arqit Quantum Inc. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G0567U101 (CUSIP Number) September 3, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is file |
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| December 23, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-259982? PROSPECTUS ARQIT QUANTUM INC. 117,925,000 Ordinary Shares 6,266,667 Warrants to Purchase Ordinary Shares 14,891,640 Ordinary Shares Underlying Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securityholders?) of up to 117, |
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| December 16, 2021 |
Exhibit 13.1 ? Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Arqit Quantum Inc. (the ?Company?) on Form 20-F for the year ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, David Williams, Chief Executive Officer of the Company, certi |
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| December 16, 2021 |
As filed with the Securities and Exchange Commission on December 16, 2021 Table of Contents As filed with the Securities and Exchange Commission on December 16, 2021 Registration No. |
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| December 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX |
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| December 16, 2021 |
Exhibit 99.2 December 16, 2021 Arqit Quantum Inc. (NASDAQ: ARQQ) 2021 Fiscal Year Earnings Call Presentation Stronger simpler encryption JM0 Safe Harbor Statement 2 The statements in this presentation that are not historical facts, including, most importantly, those statements preceded by, or that include, the words ?will,? ?may,? ?believe,? ?projects,? ?expects,? ?anticipates? or the negation the |
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| December 16, 2021 |
Exhibit 99.1 Arqit Quantum Inc. announces financial and operational results for the fiscal year ended 30 September 2021 ? Successful full commercial launch immediately prior to 2021 fiscal year end ? Billings commenced in Q4 of fiscal 2021 ? Sales pipeline growing and identified opportunities moving through sales cycle ? Business momentum in keeping with management expectations London, UK ? 16 Dec |
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| December 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 More London Riverside London SE1 2RE, United Kingdom (Addr |
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| December 16, 2021 |
Exhibit 12.2 ? Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Nick Pointon, certify that: 1. I have reviewed this annual report on Form 20-F of Arqit Quantum Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig |
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| December 16, 2021 |
Exhibit 4.8 Form of Rollover Option Agreement Relating to the grant of an EMI option to acquire shares in ArQit Quantum Inc. between ArQit Limited ArQit Quantum Inc. and [Name of Optionholder (A)] ? White & Case LLP 5 Old Broad Street London EC2N 1DW ? ? Table of Contents ? ? ? ? ? Page 1. DEFINITIONS AND INTERPRETATION 2 2. GRANT OF THE OPTION AND RELEASE 5 3. NON-ASSIGNABILITY 5 4. RESTRICTIONS |
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| December 16, 2021 |
Exhibit 12.1 ? Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, David Williams, certify that: 1. I have reviewed this annual report on Form 20-F of Arqit Quantum Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
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| December 16, 2021 |
Exhibit 4.7 ? ? ? ? ? ? ? ? ? ? ? ? ? Form of Rollover Option Agreement Relating to the grant of an option to acquire shares in ArQit Quantum Inc. between ArQit Limited ArQit Quantum Inc. and [Name of optionholder (A)] ? Table of Contents ? ? ? ? ? ? ? ? ? Page 1. DEFINITIONS AND INTERPRETATION ? 2 ? 2. ? GRANT OF THE OPTION AND RELEASE ? 4 ? 3. ? NON-ASSIGNABILITY ? 5 ? 4. ? RESTRICTIONS ATTACHIN |
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| December 16, 2021 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Arqit Quantum Inc. (the ?Company?) on Form 20-F for the year ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Nick Pointon, Chief Financial Officer of the Company, certify, |
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| December 9, 2021 |
ARQQ / Arqit Quantum Inc / Heritage Assets SCSp. - SC 13D/A Activist Investment UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arqit Quantum Inc. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G0567U101 (CUSIP Number) Heritage Assets SCSp c/o Heritage Services SAM 7 rue du Gabian - 98000 Monaco Attention: Cristina Levis +377 97 97 63 1 |
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| October 12, 2021 |
October 12, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D. |
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| October 12, 2021 |
ARQQ / Arqit Quantum Inc / D2BW Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ARQIT QUANTUM INC. (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) G0567U101 (CUSIP Number) D2BW Limited c/o Arqit Limited 1st Floor, 3 More London Riverside London SE1 2RE United Kingdom +44 203 91 70155 (Name, Address and Telephone Numbe |
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| October 12, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-259982? PROSPECTUS ARQIT QUANTUM INC. 117,925,000 Ordinary Shares 6,266,667 Warrants to Purchase Ordinary Shares 14,891,640 Ordinary Shares Underlying Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the ?Selling Securityholders?) of up to 117, |
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| October 8, 2021 |
Form of Amended and Restated Lock-up Agreement. Exhibit 10.5 FORM OF AMENDED AND RESTATED LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of October 4, 2021 between (i) Arqit Quantum Inc., a Cayman Islands exempted limited liability company (?Pubco?) and (ii) the undersigned (the ?Holder?). Pubco and the Holder are sometimes referred to herein individually as a ?Party? and, collective |
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| October 8, 2021 |
As filed with the Securities and Exchange Commission on October 8, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 8, 2021 Registration No. |
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| October 4, 2021 |
6-K 1 tm2127896d46k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 More London Riverside Lond |
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| October 4, 2021 |
ARQIT FOUNDERS VOLUNTARILY EXTEND LOCK-UP Signals Long-Term Commitment Exhibit 99.1 ARQIT FOUNDERS VOLUNTARILY EXTEND LOCK-UP Signals Long-Term Commitment London, UK ? 4 October 2021 - Arqit Quantum Inc. (the ?Company?) today announces that the former shareholders of Arqit Limited and Centricus Heritage, LLC, the sponsor of Centricus Acquisition Corp., have voluntarily entered into new lock-up agreements with the Company to signal their long-term support of the Compa |
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| October 1, 2021 |
Power of Attorney (included on signature page of the Registration Statement). Table of Contents As filed with the Securities and Exchange Commission on October 1, 2021 Registration No. |
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| September 21, 2021 |
ARQQ / Arqit Quantum Inc / Evolution Technology Fund II, SCSP. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Arqit Quantum Inc. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G0567U101 (CUSIP Number) The Evolution Technology Fund II SCSp Bld F.W. Raiffeisen 15 2411 Luxembourg Luxembourg Attention: Dennis Smith Tel: +41 7979 46387 (Nam |
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| September 17, 2021 |
ARQQ / Arqit Quantum Inc / D2BW Ltd - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ARQIT QUANTUM INC. (Name of Issuer) ORDINARY SHARES (Title of Class of Securities) G0567U101 (CUSIP Number) D2BW Limited c/o Arqit Limited 1st Floor, 3 More London Riverside London SE1 2RE United Kingdom +44 203 91 70155 (Name, Address and Telephone Number of Person Author |
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| September 17, 2021 |
Joint Filing Agreement, dated as of September 17, 2021, by and among the Reporting Persons. Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordin |
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| September 14, 2021 |
ARQQ / Arqit Quantum Inc / Heritage Assets SCSp. - SC 13D Activist Investment UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Arqit Quantum Inc. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G0567U101 (CUSIP Number) Heritage Assets SCSp c/o Heritage Services SAM 7 rue du Gabian - 98000 Monaco Attention: Cristina Levis +377 97 97 63 19 |
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| September 14, 2021 |
Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the ?Schedule 13D?) relating to the ordinary shares, $0. |
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| September 13, 2021 |
ARQQ / Arqit Quantum Inc / Centricus Heritage LLC - SC 13D Activist Investment UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Arqit Quantum Inc. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G0567U101 (CUSIP Number) Centricus Heritage LLC c/o Maples Corporate Services Limited P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman |
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| September 10, 2021 |
Form of Lockup Agreement between the Company and the shareholders of Arqit Limited. Exhibit 4.2 FORM OF LOCK-UP AGREEMENT (ARQIT LIMITED SHAREHOLDERS) THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of between (i) Arqit Quantum Inc., a Cayman Islands exempted limited liability company (?Pubco?) and (ii) the undersigned (the ?Holder?). Pubco and the Holder are sometimes referred to herein individually as a ?Party? and, collectively, as the ?Parties?. Any capi |
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| September 10, 2021 |
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is entered into as of 3 September 2021, by and among (i) Arqit Quantum Inc., a company incorporated in the Cayman Islands (the ?Company?), (ii) the parties listed on Schedule A hereto (each such party, together with Centricus Heritage LLC, a Cayman Islands limited liability company (the ?Sponsor?) and any person or entity |
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| September 10, 2021 |
Consent of Marcum LLP, independent registered public accounting firm of Centricus. Exhibit 15.2 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in this Shell Company Report of Arqit Quantum Inc. on Form 20-F of our report dated March 31, 2021, with respect to our audit of the financial statements of Centricus Acquisition Corp. as of December 31, 2020 and for the period from November 24, 2020 (inception) through December 31, 20 |
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| September 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 193 |
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| September 10, 2021 |
Exhibit 4.8 Form of Director and Officer Indemnification Agreement THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between Arqit Quantum Inc., a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless th |
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| September 10, 2021 |
EX-1.1 2 tm2127142d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARQIT QUANTUM INC. (ADOPTED BY SPECIAL RESOLUTION DATED AUGUST 30, 2021 AND EFFECTIVE ON SEPTEMBER 2, 2021) 1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF A |
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| September 10, 2021 |
Consent of PKF Littlejohn LLP, independent registered public accounting firm of the Company. EX-15.3 11 tm2127142d1ex15-3.htm EXHIBIT 15.3 Exhibit 15.3 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated May 28, 2021 with respect to the consolidated financial statements of Arqit Limited included in the shell company report on Form 20-F of Arqit Quantum Inc. dated September 10, 2021. We also consent to the reference to our Firm under the headi |
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| September 10, 2021 |
Exhibit 2.4 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT) This Assignment, Assumption and Amendment Agreement (this ?Agreement?) is made as of September 2, 2021, by and among Centricus Acquisition Corp., an exempted limited liability company incorporated under the laws of the Cayman Islands (the ?Company?), Arqit Quantum Inc., a Cayman Islands exempted limited liability compan |
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| September 10, 2021 |
Form of Lockup Agreement between the Company and the Sponsor. Exhibit 4.3 FORM OF LOCK-UP AGREEMENT (SPONSOR) THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of September 3, 2021 between (i) Arqit Quantum Inc., a Cayman Islands exempted limited liability company (?Pubco?) and (ii) the undersigned (the ?Holder?). Pubco and the Holder are sometimes referred to herein individually as a ?Party? and, collectively, as the ?Parties?. Any capit |
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| September 10, 2021 |
Unaudited pro forma combined financial information. Exhibit 15.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction Pursuant to the Business Combination Agreement dated May 12, 2021 (the “Business Combination Agreement”) by and among Arqit Quantum Inc. (the “Company”), Centricus Acquisition Corp. (“Centricus”), Centricus Heritage LLC, a Cayman Islands limited liability company, solely in its capacity as Centricus’ representative (the “ |
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| September 8, 2021 |
Arqit Quantum Inc. (NASDAQ: ARQQ) Stronger simpler encryption September 2021 Exhibit 99.1 Arqit Quantum Inc. (NASDAQ: ARQQ) Stronger simpler encryption September 2021 2 Disclaimer The following presentation, the information communicated during any delivery of the presentation and any question and answer ses sion and any other materials distributed at or in connection with the presentation (collectively, this ?presentation?) has be en prepared by Arqit Quantum Inc. (?Arqit? |
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| September 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 More London Riverside London SE1 2RE, United Kingdom (Add |
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| September 3, 2021 |
EX-99.1 2 tm2126997d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Arqit and Centricus Announce Closing of Business Combination Trading on Nasdaq to commence on September 7, 2021 under the ticker “ARQQ” NEW YORK / LONDON (September 3, 2021) – Arqit Quantum Inc. (“Arqit”), a leader in quantum encryption technology, today announced the completion of its business combination with Centricus Acquisition Corp. ( |
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| September 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-40777 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) 1st Floor, 3 More London Riverside London SE1 2RE, United Kingdom (Add |
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| September 1, 2021 |
Centricus Acquisition Corp. Announces Shareholders’ Approval of Business Combination with Arqit Exhibit 99.1 Centricus Acquisition Corp. Announces Shareholders? Approval of Business Combination with Arqit London, UK ? September 1, 2021 ? Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) (?Centricus?), a publicly traded special purpose acquisition company, announced today that in an extraordinary general meeting held on August 31, 2021, its shareholders voted to approve its proposed bu |
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| September 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ARQIT QUANTUM INC. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio |
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| September 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-39 |
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| August 30, 2021 |
424B3 1 tm21265341424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-256591 SUPPLEMENT NO. 2, DATED AUGUST 30, 2021 (to the Proxy Statement/Prospectus dated July 30, 2021) SUPPLEMENT TO PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF CENTRICUS ACQUISITION CORP. PROSPECTUS FOR 43,125,000 ORDINARY SHARES AND 14,891,667 WARRANTS TO PURCHASE ORDINARY SHARES, |
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| August 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-39 |
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| August 27, 2021 |
Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Additional Information This communication is being made in respect of the proposed tran |
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| August 27, 2021 |
425 1 tm2126052d1425.htm 425 Filed by Centricus Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Arqit Quantum Inc. Commission File No. for the Related Registration Statement: 333-256591 CENTRICUS ACQUISITION CORP. WELCOMES BUSINESS UPDATES BY ARQIT LIMITED, A LEADER IN QUANTU |
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| August 24, 2021 |
425 1 tm2125785d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit and Babcock sign collaboration agreement for governm |
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| August 23, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-256591 SUPPLEMENT NO. 1, DATED AUGUST 23, 2021 (to the Proxy Statement/Prospectus dated July 30, 2021) SUPPLEMENT TO PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF CENTRICUS ACQUISITION CORP. PROSPECTUS FOR 43,125,000 ORDINARY SHARES AND 14,891,667 WARRANTS TO PURCHASE ORDINARY SHARES, IN EACH CASE, OF ARQIT QUANTUM IN |
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| August 19, 2021 |
Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit Stronger simpler encryption August 2021 2 Disclaimer (1/2) The following presenta |
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| August 12, 2021 |
425 1 tm2124849d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Additional Information Arqit has filed a proxy statement / |
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| August 11, 2021 |
425 1 tm2124825d2425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit Stronger simpler encryption August 2021 2 Disclaimer |
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| August 11, 2021 |
ARQIT BUSINESS UPDATE AND INVESTOR AND ANALYST DAY ON WEDNESDAY, AUGUST 18, 2021 AT 1:00 p.m. ET Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 ARQIT BUSINESS UPDATE AND INVESTOR AND ANALYST DAY ON WEDNESDAY, AUGUST 18, 2021 AT 1:0 |
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| August 9, 2021 |
Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 ARQIT LIMITED Centricus combination declared Effective by SEC Following unanimous appro |
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| August 3, 2021 |
425 1 tm2123893d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 ARQIT REGISTRATION STATEMENT RELATED TO BUSINESS COMBINATI |
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| August 3, 2021 |
Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Additional Information This communication is being made in respect of the proposed tran |
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| August 3, 2021 |
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. |
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| August 3, 2021 |
Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit Stronger simpler encryption July 2021 2 Disclaimer (1/2) The following presentati |
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| July 30, 2021 |
424B3 1 tm2117366-13424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-256591 CENTRICUS ACQUISITION CORP. Boundary Hall, Cricket Square PO Box 1093 Grand Cayman KY1-1102, Cayman Islands NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF CENTRICUS ACQUISITION CORP. To Be Held On August 31, 2021 TO THE SHAREHOLDERS OF CENTRICUS ACQUISITION CORP.: NOTICE |
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| July 29, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 29, 2021 Registration No. |
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| July 29, 2021 |
Dear Ms. Barone and Mr. Spirgel: July 29, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| July 29, 2021 |
July 29, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D. |
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| July 27, 2021 |
Arqit announces product to protect digital assets from quantum attack Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit announces product to protect digital assets from quantum attack London, UK – 27 J |
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| July 27, 2021 |
425 1 tm2123385d2425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit and Dentons launch secure identity product Launch of |
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| July 26, 2021 |
As filed with the Securities and Exchange Commission on July 26, 2021 F-4/A 1 tm2117366-8f4a.htm F-4/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 26, 2021 Registration No. 333-256591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arqit Quantum Inc. (Exact name of registrant as specified in its charter) Cayman Islands (State |
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| July 23, 2021 |
University of Surrey research reveals quantum threat to Digital Assets 425 1 tm2123124-1425.htm FORM 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333- 256591 University of Surrey research reveals quantum threat |
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| July 19, 2021 |
Publication of Equity Research Initiation on Arqit 425 1 tm2122531d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Publication of Equity Research Initiation on Arqit London, |
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| July 9, 2021 |
Exhibit 4.2 [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Arqit Quantum Inc. Incorporated Under the Laws of the Cayman Islands CUSIP [?????????] Warrant Certificate This Warrant Certificate certifies that [????????????], or registered assigns, is the registered holder of [????? |
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| July 9, 2021 |
Exhibit 10.6 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. FIRM FIXED PRICE CONTRACT Ref: QKDSat.CON.00134.ARQ BETWEEN ARQIT LIMITED AND QINETIQ SPACE NV FOR DELIVERY OF QKDSAT SATELLITE PROGRAM PROPRIETAR |
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| July 9, 2021 |
Exhibit 4.5 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT) This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [ ● ], 2021, by and among Centricus Acquisition Corp., an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pu |
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| July 9, 2021 |
EX-4.1 2 tm2117366d5ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 ARQIT QUANTUM INC. Number Ordinary Shares 00[ ] -[ ]- [SPECIMEN] Incorporated under the laws of the Cayman Islands Share capital is US$50,000 divided into 469,000,001 ordinary shares of a par value of US$0.0001 per share and 30,999,999 preference shares of a par value of US$0.0001 per share THIS IS TO CERTIFY THAT [INSERT NAME] is the registere |
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| July 9, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 9, 2021 Registration No. |
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| July 9, 2021 |
EX-10.5 6 tm2117366d5ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 I ORIGINAL I ~ J .1- ESA Contract No. 4000127860/19/UK/ND with Arqit Limited (GB) Project QKD SAT Phase B/C/D/E !AR.TES Partner, Sub-element 11- Activity Reference 17.3T1.12[ CONTRACT Between: THE EUROPEAN SPACE AGENCY, (hereinafter called "the Agency" or "ESA"), located at: 24 rue du General Bertrand, CS30798, 75345 Paris CEDEX 7 France, E |
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| July 9, 2021 |
July 9, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| June 17, 2021 |
425 1 tm2119919d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Transcript of David Williams interview with Ian King, Sky |
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| May 28, 2021 |
Memorandum and Articles of Association of Pubco. Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Arqit Quantum Inc. (ROC # 374857) (the "Company") TAKE NOTICE that by written resolutions of the sole shareholder of the Company dated 11 May 2021, the following special resolutions were passed: 1 It is resolved by way of ordinary resolution that, the authorised share capital of the Comp |
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| May 28, 2021 |
Consent of Manfredi Lefebvre d’Ovidio. Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Arqit Quantum Inc. (?Pubco?) of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a person to become a member of the board of directors of |
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| May 28, 2021 |
Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Arqit Quantum Inc. (?Pubco?) of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a person to become a member of the board of directors of |
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| May 28, 2021 |
Form of Letter Agreement between Centricus, the Sponsor, and Centricus’ directors and executive Exhibit 10.4 Letter Agreement February 3, 2021 Centricus Acquisition Corp. Byron House, 7-9 St. James’s Street London SW1A 1EE United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Centricus Acquisition Corp., a Cayman Isl |
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| May 28, 2021 |
EX-99.2 9 tm2117366d2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Arqit Quantum Inc. (“Pubco”) of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a person to |
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| May 28, 2021 |
Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Arqit Quantum Inc. (?Pubco?) of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a person to become a member of the board of directors of |
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| May 28, 2021 |
EX-99.9 16 tm2117366d2ex99-9.htm EXHIBIT 99.9 Exhibit 99.9 Consent to be Named as a Director In connection with the filing by Arqit Quantum Inc. (“Pubco”) of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a person t |
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| May 28, 2021 |
Amended and Restated Memorandum of Association of Centricus. EX-3.3 3 tm2117366d2ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Centricus Acquisition Corp. (ROC # 368454) (the “Company”) TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 3 February 2021 and effective 3 February 2021, the following special resolution was passed: 1 Adoption |
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| May 28, 2021 |
Form of Subscription Agreement, by and among Centricus, Pubco and the other parties thereto. EX-10.1 5 tm2117366d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Final Form FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May [ • ], 2021, by and among Arqit Quantum Inc., a Cayman Islands exempted limited liability company (the “Issuer”), Centricus Acquisition Corp., a Cayman Islands exempted limited liability company (“CAC”), and the under |
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| May 28, 2021 |
EX-4.3 4 tm2117366d2ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 WARRANT AGREEMENT CENTRICUS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 3, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated February 3, 2021, is by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corpor |
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| May 28, 2021 |
EX-99.5 12 tm2117366d2ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Arqit Quantum Inc. (“Pubco”) of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a person t |
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| May 28, 2021 |
EX-99.7 14 tm2117366d2ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Arqit Quantum Inc. (“Pubco”) of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a person t |
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| May 28, 2021 |
Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Arqit Quantum Inc. (?Pubco?) of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a person to become a member of the board of directors of |
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| May 28, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 28, 2021 Registration No. |
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| May 20, 2021 |
425 1 tm2116950-1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 20, 2021 Arqit and Sumitomo to make Japan Quantum Safe Arqit Limited (Head Office: London SE1 2RE, United Kingdom; Founde |
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| May 17, 2021 |
425 1 tm2116613d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 17, 2021 New quantum cybersecurity venture to create 2,000 high-tech UK jobs Arqit, a British company established in 2017 |
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| May 12, 2021 |
Unveiling our investment in Arqit 12 May 2021 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 12, 2021 Unveiling our investment in Arqit 12 May 2021 Article by Stephen Chandler NASDAQ listing for the new global standard in quantum encryption. W |
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| May 12, 2021 |
425 1 tm2116106d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 12, 2021 VIRGIN ORBIT TO LAUNCH QUANTUM ENCRYPTION SATELLITES FOR ARQIT Long Beach, CA — May 12, 2021 — Virgin Orbit, the |
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| May 12, 2021 |
Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 12, 2021 Additional Information This communication is being made in respect of the proposed transaction involving Arqit Limited (“Arqit”), Centricus A |
