SCHEDULE: Arqit Quantum Stakeholder Adjusts Holdings Post-Dilution
Beneficial Ownership Filing Amendment
Heritage Assets SCSp, M Management S.A., and Manfredi Lefebvre d'Ovidio have updated their Schedule 13D filing to reflect a decrease in their beneficial ownership percentage of Arqit Quantum Inc. due to share issuances.
Summary
- The filing is an amendment (Amendment No. 9) to a Schedule 13D, reporting changes in beneficial ownership of Arqit Quantum Inc. ordinary shares by Heritage Assets SCSp, M Management S.A., and Manfredi Lefebvre d'Ovidio (collectively, the "Reporting Persons").
- The amendment is triggered by a decrease of over one percent in the Reporting Persons' aggregate percentage ownership since the last filing (Amendment No. 8 on November 12, 2025), primarily due to Arqit issuing additional ordinary shares.
- The Reporting Persons' aggregate beneficial ownership is now approximately 38.4% (or 38.6% for Manfredi Lefebvre d'Ovidio) of the outstanding ordinary shares.
- This calculation is based on 24,090,585 ordinary shares outstanding as of May 19, 2026, including shares the Reporting Persons have the right to acquire within 60 days.
- The filing also details the sale of Business Combination Warrants by the Reporting Persons on a post-Reverse Stock Split basis between November 11, 2025, and May 21, 2026, with average prices ranging from $1.60 to $10.40.
Sentiment
Score: 4
Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily due to the dilution of ownership and the declining trend in warrant sale prices, although the continued significant stake held by the reporting persons prevents a more negative assessment.
Positives
- The Reporting Persons continue to hold a significant stake (38.4%) in Arqit Quantum Inc., indicating ongoing confidence in the company.
- The sale of warrants was conducted through open market transactions, suggesting a strategic divestment rather than a distressed sale.
Negatives
- The Reporting Persons' beneficial ownership percentage has decreased due to dilution from new share issuances by Arqit Quantum Inc.
- The average sale price of Business Combination Warrants has shown a downward trend, particularly in the later dates of the reporting period, with prices as low as $1.60 by May 19, 2026.
Risks
- Further dilution of the Reporting Persons' stake could occur if Arqit Quantum Inc. issues additional shares.
- The declining average sale price of warrants may indicate reduced market confidence or increased supply of these instruments.
Future Outlook
The filing does not contain explicit forward-looking statements or guidance from Arqit Quantum Inc. It primarily reports on past transactions and current beneficial ownership status of the Reporting Persons.
Industry Context
StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes and potential shifts in control or influence within publicly traded companies. This amendment highlights the impact of corporate actions like share issuances on existing major shareholders.
Stakeholder Impact
- Shareholders: The dilution of the Reporting Persons' stake may signal potential future strategic shifts or reduced influence of these major holders, which could impact shareholder value and corporate strategy.
- Warrant Holders: The declining sale prices of Business Combination Warrants may affect the profitability of those who sold them and could indicate market sentiment towards these instruments.
Next Steps
- The Reporting Persons will continue to monitor their beneficial ownership percentage in Arqit Quantum Inc. and may file further amendments to Schedule 13D if ownership levels change significantly.
Key Dates
| Date | Description |
|---|---|
| 2021-09-14 | Initial Schedule 13D filing date. |
| 2021-12-09 | Date of a previous amendment to Schedule 13D. |
| 2023-09-15 | Date of a previous amendment to Schedule 13D. |
| 2024-10-02 | Date of a previous amendment to Schedule 13D. |
| 2024-09-19 | Announcement of reverse stock split by Arqit Quantum Inc. |
| 2024-09-25 | Ordinary Shares began trading on Nasdaq Capital Market on a post-Reverse Stock Split basis. |
| 2025-05-29 | Date of a previous amendment to Schedule 13D. |
| 2025-08-26 | Date of a previous amendment to Schedule 13D. |
| 2025-09-24 | Date of a previous amendment to Schedule 13D. |
| 2025-10-20 | Date of a previous amendment to Schedule 13D. |
| 2025-11-12 | Date of Amendment No. 8 to Schedule 13D. |
| 2025-11-11 | Start date of Business Combination Warrants sales detailed in the filing. |
| 2025-12-09 | Date Arqit's Annual Report on Form 20-F for the fiscal year ended September 30, 2025, was filed. |
| 2026-05-19 | Date as of which outstanding ordinary shares were calculated for beneficial ownership. |
| 2026-05-21 | Date Arqit's prospectus supplement was filed with the SEC. |
| 2026-05-21 | Last date of Business Combination Warrants sales detailed in the filing. |
| 2026-05-26 | Date of signatures for Amendment No. 9. |
Keywords
Schedule 13D, Arqit Quantum Inc., Beneficial Ownership, Shareholder Filing, Dilution, Business Combination Warrants, Heritage Assets SCSp, M Management S.A., Manfredi Lefebvre d'Ovidio, SEC Filing
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