Arqit Quantum Inc. Announces $13.6 Million Registered Direct Offering

Insider Brief

• Arqit Quantum Inc. secured $13.6 million through a sale of 5.44 million shares to existing shareholders, including unregistered warrants for future share purchases.
• The company plans to use the proceeds for general corporate purposes, and the offering is expected to close by October 9, 2024.
• The issued warrants can only be exercised after specific conditions are met, including a $5.00 trading price threshold for 60 consecutive days.

PRESS RELEASE — 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, and Garth Ritchie (collectively, the “Purchasers”) for the sale and purchase of 5,440,000 of the Company’s ordinary shares, $0.000004 par value per share (the “Ordinary Shares”) at an offering price of $2.50 per Ordinary Share, in a registered direct offering (the “Offering”). Arqit director Manfredi Lefebvre d’Ovidio has shared investment and voting power over the shares held by Heritage Assets SCSP, existing Arqit shareholder Notion Capital is the beneficial owner of the Arqit shares held by Ropemaker Nominees Limited, and Carlo Calabria and Garth Ritchie are each directors of the Company.

In a concurrent private placement, Arqit will issue to the Purchasers unregistered warrants (the “Warrants”) to purchase up to 5,440,000 Ordinary Shares (the “Warrant Shares”), exercisable only upon the later of (i) one year from the issuance date of the Warrants, (ii) the date of the approval by the Company’s shareholders of an increase in authorized capital sufficient to permit the issuance of the Warrant Shares and (iii) the date that the closing trading price of the Ordinary Shares on the Nasdaq Capital Market has exceeded $5.00 for 60 consecutive trading days (such later date, the “Exercise Date”). The Warrants will be exercisable for a period of one year following the Exercise Date. The Warrants will terminate on the earlier of (x) 5:00 p.m. (New York City time) on the last day of the exercise period or (y) 5:00 p.m. (New York City time) on the date falling five years after the date of issuance.

The gross proceeds of the Offering are expected to be approximately $13.6 million, before deducting Offering expenses. Arqit intends to use the net proceeds from this Offering for general corporate purposes. The Offering is expected to close on or about September 30, 2024, but in any case no later than October 9, 2024.

A “shelf” registration statement on Form F-3, as amended (File Number 333-268786), relating to the offered Ordinary Shares was initially filed with the Securities and Exchange Commission (“SEC”) on 14 December 2022 and was declared effective on 30 December 2022. The Offering of Ordinary Shares is being made only by means of a prospectus, including a prospectus supplement, forming a part of an effective registration statement. A prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at www.sec.gov.

The unregistered Warrants and the Warrant Shares described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. Accordingly, the Warrants and Warrant Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these Company securities, nor shall there be any sale of these Company securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.