SCHEDULE: Major Shareholder Adjusts Arqit Quantum Stake Post-Split

Heritage Assets SCSp and affiliates updated their beneficial ownership in Arqit Quantum Inc. to 49.6% following warrant sales and the exercisability of new warrants.

Summary

• Reporting Persons (Heritage Assets SCSp, M Management S.A., and Manfredi Lefebvre d'Ovidio) updated their beneficial ownership in Arqit Quantum Inc.
• Their aggregate beneficial ownership is approximately 49.6% of outstanding Ordinary Shares, totaling 10,273,245 shares.
• This update reflects two main events: the sale of Business Combination Warrants and the September 2024 Warrants becoming exercisable.
• The September 2024 Warrants, for 4,600,000 Ordinary Shares, became exercisable within 60 days as of August 1, 2025, which resulted in an increase of over 1% in the aggregate percentage ownership reported by the Reporting Persons.
• The calculation of beneficial ownership is based on 16,130,473 Ordinary Shares outstanding as of May 16, 2025, plus the 4,600,000 exercisable warrant shares.
• Arqit Quantum Inc. implemented a 1-for-25 reverse stock split on September 19, 2024, with post-split trading commencing September 25, 2024.
• Reporting Persons sold Business Combination Warrants in open market transactions between May 28, 2025, and August 19, 2025, at average prices ranging from $69.4 to $7.6 per warrant.

Sentiment

Score: 5

Explanation: The filing is a mandatory disclosure of changes in beneficial ownership. While the reporting persons sold some warrants, other warrants became exercisable, maintaining a significant, albeit slightly adjusted, stake. The reverse stock split is a past event, and the overall sentiment is neutral as it primarily provides factual updates on ownership structure rather than operational performance.

Positives

• The reporting persons maintain a significant beneficial ownership stake of 49.6%, indicating continued substantial interest in Arqit Quantum Inc.
• The September 2024 Warrants, representing 4,600,000 Ordinary Shares, becoming exercisable within 60 days adds to the beneficial ownership calculation, demonstrating a potential for increased direct equity holding by the reporting persons.

Negatives

• The reporting persons sold a significant number of Business Combination Warrants over several months, with average prices declining substantially from $69.4 on May 28, 2025, to $7.6 on August 19, 2025, which could be interpreted as a reduction in conviction or a strategic divestment of certain warrant types.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from Arqit Quantum Inc. or the reporting persons regarding the company's future performance or strategic direction, beyond the exercisability of warrants.

Industry Context

This filing is a routine disclosure of significant shareholder activity, common in the public markets. It reflects a major investor's adjustments to their stake in a quantum technology company, which operates in a nascent but strategically important sector. The reverse stock split indicates a company's effort to maintain Nasdaq listing compliance, a common practice for companies whose stock price has fallen below minimum thresholds.

Stakeholder Impact

• Shareholders: The significant beneficial ownership (49.6%) by Heritage Assets SCSp and its affiliates indicates a concentrated ownership structure, which can influence corporate decisions. The sale of Business Combination Warrants might signal a shift in strategy or a realization of gains by the reporting persons, potentially impacting market perception.
• Investors: Provides transparency regarding a major shareholder's position and recent warrant-related activities, which can inform investment decisions.

Key Dates

Recommendation

This filing primarily provides an update on a major shareholder's beneficial ownership and warrant activities. While the sale of Business Combination Warrants could be seen negatively due to declining prices, the continued significant stake (49.6%) and the exercisability of other warrants suggest ongoing commitment. Without additional operational or financial performance data, a 'hold' recommendation is appropriate, advising investors to maintain their current position while awaiting further company-specific news or broader market trends.

Keywords

Arqit Quantum Inc., Heritage Assets SCSp, M Management S.A., Manfredi Lefebvre d'Ovidio, Schedule 13D/A, Beneficial Ownership, Reverse Stock Split, Warrants, SEC Filing, Shareholder Update