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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Arqit Quantum Inc. (Name of Issuer) |
Ordinary Shares, par value $0.0025 per share (Title of Class of Securities) |
G0567U127 (CUSIP Number) |
Dennis Smith The Evolution Technology Fund II SCSP, Bld F.W. Raiffeisen 15 Luxembourg, N4, 2411 41 7979 46387 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G0567U127 |
| 1 |
Name of reporting person
The Evolution Technology Fund II SCSP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
397,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) These shares are held by The Evolution Technology Fund II SCSP (the "Fund"). Evolution Equity Partners II S.a r.l. (the "General Partner") is the general partner of the Fund and may be deemed to have voting, investment and dispositive power with respect to these securities. Share amounts reported in this Amendment (as defined below) have been adjusted to reflect the impact of the Reverse Share Split (as defined below).
(2) Based on 12,746,713 Ordinary Shares of the Issuer outstanding as of January 27, 2025, as reported in the Issuer's Prospectus Supplement filed with the United States Securities and Exchange Commission (the "Commission") on January 29, 2025 (the "Prospectus").
SCHEDULE 13D
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| CUSIP No. | G0567U127 |
| 1 |
Name of reporting person
Evolution Equity Partners II SARL | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
397,259.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) These shares are held by the Fund. The General Partner is the general partner of the Fund and may be deemed to have voting, investment and dispositive power with respect to these securities. Share amounts reported in this Amendment have been adjusted to reflect the impact of the Reverse Share Split.
(2) Based on 12,746,713 Ordinary Shares of the Issuer outstanding as of January 27, 2025, as reported in the Prospectus.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0025 per share | |
| (b) | Name of Issuer:
Arqit Quantum Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1st Floor, 3 Orchard Place, London,
UNITED KINGDOM
, SW1H OBF. | |
Item 1 Comment:
Explanatory Note:
This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D originally filed by the Reporting Persons with the Commission on September 21, 2021 and amended by Amendment No. 1 filed by the Reporting Persons with the Commission on February 13, 2024 (collectively, the "Original Schedule 13D"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Solely on behalf of, and only to the extent that it relates to the Reporting Persons, Item 5 of the Original Schedule 13D is hereby amended as follows:
This information reported below is based on 12,746,713 Ordinary Shares of the Issuer outstanding as of January 27, 2025, as reported in the Prospectus. This Amendment is being filed to update the aggregate number of shares and percentage of the Issuer's Ordinary Shares owned by the Reporting Persons due (a) dilution caused by the Issuer's sales of additional shares of its Ordinary Shares from time to time since the date of the filing of the Original Schedule 13D and (b) the Issuer's consolidation of 25 shares into 1 share effective September 25, 2024 (the "Reverse Share Split"). Such transactions resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in the Original Schedule 13D. | |
| (b) | (a) and (b) See Items 7-11 and 13 of the cover pages of this Amendment for each Reporting Person. | |
| (c) | (c) Except as set forth in this Schedule 13D, none of the Reporting Persons has engaged in any transaction with respect to the Ordinary Shares. | |
| (e) | (e) The Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Issuer's Ordinary Shares on September 30, 2024. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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