SCHEDULE 13D/A: Major Shareholder Group Reduces Stake in Arqit Quantum Inc. Following Dilution and Warrant Sales

A group of major shareholders, including Heritage Assets SCSp and Manfredi Lefebvre d'Ovidio, has reduced their beneficial ownership in Arqit Quantum Inc. to 35.8% due to share dilution and the sale of Business Combination Warrants.

Summary

• Reporting persons, Heritage Assets SCSp, M Management S.A., and Manfredi Lefebvre d'Ovidio, filed Amendment No. 4 to their Schedule 13D for Arqit Quantum Inc.
• Their aggregate beneficial ownership in Arqit Quantum Inc. has decreased to approximately 35.8% of the outstanding Ordinary Shares.
• This reduction is primarily attributed to dilution caused by Arqit's issuance of additional Ordinary Shares since October 2, 2024.
• The reporting persons also sold 2,076 Business Combination Warrants on May 27, 2025, at an average price of $73.0 per warrant in open market transactions.
• These transactions collectively resulted in a decrease of over 1% in their aggregate percentage ownership compared to the previously reported stake in Amendment No. 3.
• The beneficial ownership calculation is based on 16,130,473 Ordinary Shares outstanding as of May 16, 2025, which includes shares the reporting persons have a right to acquire within 60 days.
• Arqit Quantum Inc. implemented a 1-for-25 reverse stock split on September 19, 2024, with post-split trading commencing on the Nasdaq Capital Market on September 25, 2024.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily reporting factual changes in beneficial ownership. While a decrease in a major shareholder's stake could be viewed negatively, the reasons (dilution from company issuance and warrant sales) are transactional and not necessarily indicative of negative sentiment towards the company's prospects by the reporting persons, though it does reduce their proportional influence.

Positives

• The reporting persons still maintain a significant stake of 35.8% in Arqit Quantum Inc., indicating continued substantial interest and alignment with the company's performance.

Negatives

• The aggregate percentage ownership of the major shareholder group decreased by over 1%, indicating a reduction in their proportional influence.
• The sale of 2,076 Business Combination Warrants by a significant shareholder group could be perceived negatively by the market, potentially signaling a reduction in conviction or a need for liquidity.

Risks

• Dilution of existing shareholder stakes due to the issuance of additional Ordinary Shares by Arqit Quantum Inc.
• Potential negative market perception stemming from significant shareholders reducing their stake, which could impact investor confidence.

Future Outlook

The document does not contain explicit forward-looking statements or guidance from the company or the reporting persons regarding future operations or financial performance, beyond the factual reporting of past transactions and current ownership.

Industry Context

This filing reflects a change in a significant shareholder's stake in Arqit Quantum Inc., a company operating in the quantum technology sector. Shareholder dilution and warrant sales are common events in the lifecycle of technology companies, particularly those that may require ongoing capital for development and growth. The reverse stock split indicates efforts to maintain Nasdaq listing compliance.

Stakeholder Impact

• Shareholders: Existing shareholders experience dilution of their ownership percentage due to new share issuances. The reduction in a major shareholder's stake might influence market perception.

Key Dates

Recommendation

Keywords

Arqit Quantum Inc., Schedule 13D, Beneficial Ownership, Share Dilution, Warrant Sales, Reverse Stock Split, Heritage Assets SCSp, M Management S.A., Manfredi Lefebvre d'Ovidio, SEC Filing, Shareholder Stake