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S-1/A
Document
As filed with the U.S. Securities and Exchange Commission on May 26, 2026.
Registration No. 333-295701
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Quantinuum Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 7373 | 41-4095842 |
(State or other jurisdiction of
incorporation or organization)
| (Primary Standard Industrial
Classification Code Number)
| (I.R.S. Employer
Identification Number) |
303 S Technology Court
Broomfield, CO 80021
(855) 888-7686
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Dr. Rajeeb Hazra
Chief Executive Officer
303 S Technology Court
Broomfield, CO 80021
(855) 888-7686
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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Ryan J. Maierson
Cathy A. Birkeland
Max Schleusener
Abigail Smith
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400
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| John B. Meade
Yasin Keshvargar
Claudia Carvajal Lopez
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐
| Accelerated filer | ☐
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Non-accelerated filer | ☒
| Smaller reporting company | ☒
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| | Emerging growth company | ☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED May 26, 2026
21,052,632 Shares
Quantinuum Inc.
Class A Common Stock
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This is the initial public offering of Class A common stock of Quantinuum Inc. We are offering 21,052,632 shares of Class A common stock. Prior to this offering, there has been no public market for our Class A common stock. We anticipate that the initial public offering price per share of our Class A common stock will be between $45.00 and $50.00. We intend to apply to list our Class A common stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “QNT.”
Quantinuum Inc. will have two classes of common stock authorized and outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock and each share of Class B common stock entitles its holder to one vote per share on all matters presented to our stockholders and on which the holders of Class A common stock and Class B common stock are entitled to vote. Holders of Class A common stock and Class B common stock will vote together as a single class, except as otherwise required by applicable law or our amended and restated certificate of incorporation. Holders of our Class B common stock do not have economic rights or the right to receive dividends or distributions in excess of par upon the liquidation or winding up of Quantinuum Inc. See “Description of Capital Stock.” Immediately following this offering, all of our Class B common stock will be held by the Continuing Common Unitholders (as defined herein) on a one-to-one basis with the number of Common Units (as defined herein) that they own.
Quantinuum Inc. will be a holding company, and upon consummation of this offering and the application of the net proceeds therefrom, its sole asset will be 10.2% of the Common Units of Quantinuum Holdings, LLC, a Delaware limited liability company (“Quantinuum Holdings”). Quantinuum Inc. will be the sole managing member of Quantinuum Holdings. See “Risk Factors—Risks Relating to Our Organizational Structure and the Tax Receivable Agreement.” Quantinuum Inc. will operate and control all of the business and affairs of Quantinuum Holdings, and its direct and indirect subsidiaries, and Quantinuum Inc. will conduct its business through Quantinuum Holdings.
Upon completion of this offering, the holders of our Class A common stock will collectively own 10.2% of the economic interests in Quantinuum Inc. (assuming the exchange of all Common Units held by the Continuing Common Unitholders) and have approximately 10.2% of the combined voting power of our Class A common stock and Class B common stock (or own approximately 11.3% of the economic interest in Quantinuum Inc. and have approximately 11.3% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock). See “Description of Capital Stock” and “Organizational Structure.” Upon the completion of this offering (and assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock), 25,948,276 shares of Class A common stock will be outstanding. If all Common Units held by the Continuing Common Unitholders were exchanged for shares of Class A common stock upon the completion of this offering (and assuming the underwriters did not exercise their option to purchase additional shares of Class A common stock), we would have 253,937,247 shares of Class A common stock outstanding. See “Description of Capital Stock” and “Organizational Structure.”
Quantinuum Inc. intends to use the net proceeds from this offering (including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock) to purchase newly issued Common Units from Quantinuum Holdings at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions referred to below. Quantinuum Holdings intends to use the proceeds it receives from this offering for general corporate purposes and to pay the expenses associated with this offering. See “Use of Proceeds” and “Certain Relationships and Related Party Transactions.” Assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock, Quantinuum Inc. will own Common Units representing a 10.2% economic interest in Quantinuum Holdings and we will exclusively operate and control all of the business and affairs of Quantinuum Holdings and conduct our business through Quantinuum Holdings and its subsidiaries. The Continuing Common Unitholders will hold the remaining Common Units representing an 89.8% economic interest in Quantinuum Holdings. Upon the redemption or exchange of a Common Unit for a share of Class A common stock or cash, the corresponding share of Class B common stock will be canceled.
We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”
Investing in our Class A common stock involves risks. See “ Risk Factors ” beginning on page 37 to read about factors you should consider before deciding to invest in our Class A common stock.
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| | Per Share | | | Total |
Initial public offering price
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Underwriting discounts and commissions (1)
| $ | | | $ | |
Proceeds, before expenses, to us
| $ | | | $ | |
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(1) See “ Underwriting ” for a description of the compensation payable to the underwriters.
At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the shares of Class A common stock offered by this prospectus for sale to some of our current or former directors, officers, employees, business associates and related persons. See “Underwriting—Directed Share Program.”
Quantinuum Inc. has granted the underwriters the option for a period of 30 days to purchase up to an additional 3,157,894 shares of Class A common stock at the initial public offering price less underwriting discounts and commissions.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares of our Class A common stock against payment on , 2026.
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Joint Lead Active Book-Running Managers
(* in alphabetical order)
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J.P. Morgan*
| | Morgan Stanley* |
Active Book-Running Managers
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Jefferies | | Evercore ISI |
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Joint Book-Running Managers |
BofA Securities | | UBS Investment Bank |
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Cantor
| Mizuho
| Needham & Company | Societe Generale
| TD Cowen |
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Co-Managers
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Craig-Hallum
| | Rosenblatt |
Prospectus dated , 2026.
Table of Contents
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
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A LETTER FROM OUR CHIEF EXECUTIVE OFFICER
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PROSPECTUS SUMMARY
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THE OFFERING
| 29
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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
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RISK FACTORS
| 37
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
| 106
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ORGANIZATIONAL STRUCTURE
| 109
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USE OF PROCEEDS
| 115
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DIVIDEND POLICY
| 116
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CAPITALIZATION
| 117
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DILUTION
| 119
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
| 121
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| 133
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BUSINESS
| 151
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MANAGEMENT
| 175
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EXECUTIVE AND DIRECTOR COMPENSATION
| 184
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
| 193
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PRINCIPAL STOCKHOLDERS
| 208
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DESCRIPTION OF CAPITAL STOCK
| 210
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SHARES ELIGIBLE FOR FUTURE SALE
| 218
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
| 221
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UNDERWRITING
| 225
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LEGAL MATTERS
| 236
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EXPERTS
| 236
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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INDEX TO FINANCIAL STATEMENTS
| F-1
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We have not, and the underwriters have not, authorized anyone to provide you information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside the United States : We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States.
Through and including , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscription.
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ABOUT THIS PROSPECTUS
Basis of Presentation
In connection with the consummation of this offering, we will undertake certain organizational transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, information in this prospectus reflects the consummation of the Reorganization Transactions and Offering Transactions described in the “Organizational Structure” section of this prospectus, which we refer to collectively as the “Transactions.” In this prospectus, “Quantinuum,” the “Company,” “our company,” “we,” “us” and “our” refer (i) prior to the consummation of the Transactions to Quantinuum, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Quantinuum (Cayman)”), and its subsidiaries and (ii) after the Transactions to Quantinuum Inc. and its consolidated subsidiaries.
This prospectus includes historical consolidated financial and other data for Quantinuum (Cayman). Immediately following this offering, Quantinuum Inc. will be a holding company and its sole material assets will be its equity interests in Quantinuum Holdings. As the managing member of Quantinuum Holdings, Quantinuum Inc. will operate and control the business and affairs of Quantinuum Holdings and conduct our business through Quantinuum Holdings and its subsidiaries. Quantinuum (Cayman) will be the predecessor of Quantinuum Inc. The consolidated financial statements of Quantinuum Inc. will recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts.
See “Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions.
Financial Statement Presentation
Quantinuum (Cayman) is the predecessor entity of Quantinuum Inc. for financial reporting purposes. Quantinuum Inc. will consolidate Quantinuum Holdings on its consolidated financial statements and record a non-controlling interest related to the Common Units (as defined below) held by the Continuing Common Unitholders (as defined below) on its consolidated balance sheet and statement of comprehensive income. Accordingly, this prospectus contains the following historical financial statements:
• Quantinuum (Cayman) . Quantinuum (Cayman) controls the business transactions and activities. The historical financial information included in this prospectus is that of Quantinuum (Cayman).
• Quantinuum Inc. The historical financial information of Quantinuum Inc. is not included in this prospectus as it is a newly incorporated entity, with no business transactions or activities to date, and no assets or liabilities during the periods presented in this prospectus. Quantinuum Inc. is the parent entity to Quantinuum Holdings.
• Quantinuum Holdings. The historical financial information of Quantinuum Holdings is not included in this prospectus as it is a newly incorporated entity, with no business transactions or activities to date, and no assets or liabilities during the periods presented in this prospectus.
• Unaudited Pro Forma Condensed Combined Financial Information : This prospectus contains unaudited pro forma condensed combined financial information as of March 31, 2026 and for the year ended December 31, 2025 and for the three months ended March 31, 2026, which is derived from the “Unaudited Pro Forma Condensed Combined Financial Information” section of this prospectus. The unaudited pro forma condensed combined balance sheet as of March 31, 2026 contained in this prospectus presents the consolidated financial position of Quantinuum Inc. after giving effect to the Transactions as if all such transactions had occurred on March 31, 2026 and has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 contained in this prospectus presents the consolidated results of operations of Quantinuum Inc. after giving effect to the Transactions as if all such transactions had occurred on January 1, 2025 and has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information is presented for
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informational purposes only and may not be indicative of the results that would have been achieved if the foregoing transactions had taken place on an earlier date or on the dates assumed. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial condition and results of operations of Quantinuum Inc. or Quantinuum Holdings. See “Unaudited Pro Forma Condensed Combined Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed combined financial data.
Certain monetary amounts, percentages and other figures included in this prospectus are subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.
Our fiscal year begins on January 1 and ends on December 31 of the same year.
Non-GAAP Financial Measure
In this prospectus, we use the non-GAAP financial measure Adjusted EBITDA as a supplemental performance measure of our business to supplement financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA is not intended to be a substitute for any GAAP financial measures, including income from operations or net loss, and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. Adjusted EBITDA should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP. For the definition of Adjusted EBITDA, reconciliation to its most directly comparable GAAP financial measure and a statement of why our management believes the presentation of Adjusted EBITDA provides useful information to investors and any additional purposes for which management uses such metrics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure.”
Market and Industry Data
This prospectus includes information and estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports, surveys, studies, and other publications. Certain information is based on management estimates and calculations, which have been derived from third-party sources, as well as data from our internal research.
In presenting this information, we made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Market and industry data are subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates. The content of, or accessibility through, the sources and websites identified herein, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein, and any websites are an inactive textual reference only.
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The sources of certain industry, market, and other data contained in this prospectus include:
• Montañez-Barrera, J. A., et al. (2025). Evaluating the performance of quantum processing units at large width and depth. arXiv preprint arXiv:2502.06471v2 (the “2025 Montañez-Barrera et al. Study”);
• Ransford, A., et al. (2025). Helios: A 98-qubit trapped-ion quantum computer. arXiv preprint arXiv:2511.05465 (the “2025 Ransford et al. Study”);
• Ryan-Anderson, C., et al. (2021). Realization of real-time fault-tolerant quantum error correction. arXiv preprint arXiv:2107.07505 (the “2021 Ryan-Anderson et al. Study”);
• Kretschmer, W., et al. (2025). Demonstrating an unconditional separation between quantum and classical information resources. arXiv preprint arXiv:2509.07255 (the “2025 Kretschmer et al. Study”);
• Bobier, Jean-François, et al. (2024, July) The Long-Term Forecast for Quantum Computing Still Looks Bright. BCG Global (the “2024 BCG Quantum Forecast”);
• Sorenson, Bob. Hyperion Research, 2022, Quantum Computing Early Adopters: Strong Prospects for Future QC Use Case Impact (the “2022 Hyperion Study”);
• Bravyi, S., et al. High-threshold and low-overhead fault-tolerant quantum memory. Nature 627, 778–782 (2024). https://doi.org/10.1038/s41586-024-07107-7 (the “2024 Bravyi et al. Nature Study”);
• Goto, H. (2024). High-performance fault-tolerant quantum computing with many-hypercube codes. Science Advances 10(36) (the “2024 Goto Science Advances Study”);
• Dasu, S., et al. (2026). Computing with many encoded logical qubits beyond break-even. arXiv preprint arXiv:2602.22211v1 (the “2026 Dasu et al. Study”);
• Dasu, S., et al. (2025). Breaking even with magic: demonstration of a high-fidelity logical non-Clifford gate. arXiv preprint arXiv:2506.14688v1 (the “2025 Dasu et al. Study”);
• IBM. Quantum Services & Resources. IBM Quantum (the “IBM Compute Resources”);
• Google Quantum AI. Willow Spec Sheet. Google (the “Google Quantum Chip Specification Sheet”);
• Sales Rodriguez, et al. Experimental demonstration of logical magic state distillation. Nature 645, 620–625 (2025). https://doi.org/10.1038/s41586-025-09367-3 (the “2024 Sales-Rodriguez et al. Nature Study”);
• Bluvstein, D., et al. Logical quantum processor based on reconfigurable atom arrays. Nature 626, 58–65 (2024). https://doi.org/10.1038/s41586-023-06927-3 (the “2024 Bluvstein et al. Nature Study”);
• Google Quantum AI and Collaborators. Quantum error correction below the surface code threshold. Nature 638, 920–926 (2025). https://doi.org/10.1038/s41586-024-08449-y (the “2025 Google Quantum Nature Study”);
• Quantum x AI In Drug Discovery, BCG Global, May 2025 (the “2025 BCG Study”);
• Bluvstein, D., et al . A fault-tolerant neutral-atom architecture for universal quantum computation. Nature 649, 39–46 (2026). https://doi.org/10.1038/s41586-025-09848-5 (the “2026 Bluvstein et al. Nature Study”); and
• Quantum Technology Monitor, McKinsey Digital, Apr. 2024 (the “McKinsey Quantum Monitor”).
Additionally, in this prospectus all statements regarding our quantum systems’ accuracy and performance refer to our comparative position in the global quantum computing industry, which is the industry in which we compete. We consider Alphabet Inc., International Business Machines Corp. (“IBM”), QuEra Computing Inc., IonQ, Inc., Atom Computing Inc., Alpine Computing and Rigetti Computing Inc. as our peer companies because they are the
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companies with the highest two-qubit gate fidelity in the quantum computing industry, based on the 2025 Montañez-Barrera et al. Study, as well as public filings of these peer companies. Two-qubit gate fidelity is the industry-standard for measuring the accuracy and performance of a quantum computer and is the most relevant category to understanding and comparing Quantinuum to others. A gate is a basic operation applied to one or more qubits to manipulate quantum information, similar to logic gates in classical computing. Fidelity is a measure of how accurately a quantum operation is performed. Higher fidelity means fewer errors and more accurate computation. Higher two-qubit gate fidelity is critical because it enables longer and more complex programs to execute correctly, and past a certain threshold ensures that error correction suppresses errors as systems scale, rather than allowing them to accumulate. Statements throughout this prospectus regarding our quantum systems’ accuracy and performance are based on our Helios system’s two-qubit gate fidelity of 99.921% as of December 31, 2025, which is the highest two-qubit gate fidelity among commercially available gate-based quantum computing systems, based on the 2025 Ransford et al. Study and our analysis of public filings of our peer companies.
Trademarks, Trade Names, Service Marks and Copyrights
This prospectus includes our trademarks, trade names, and service marks, including but not limited to Quantinuum, Apollo, Guppy, Helios, InQuanto, Lumos, Sol and our logo, which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus, including logos, artwork, and other visual displays, may appear without the ®, ™ or SM symbols, but such references are not intended to indicate in any way that we or the applicable owner will not assert, to the fullest extent under applicable law, our or its rights or the rights of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other parties.
Frequently Used Terms
As used in this prospectus, unless otherwise noted or the context requires otherwise:
• “2023 Plan” refers to the Quantinuum (Cayman) 2023 Equity Incentive Plan, as amended.
• “Basis Adjustments” refers to the tax basis adjustments with respect to the Quantinuum Holdings’ assets that are expected to be obtained by Quantinuum Inc. resulting from (a) any future redemptions or exchanges of Common Units from the TRA Parties as described under “—Certain Relationships and Related Party Transactions—Quantinuum Holdings LLCA—Common Unit redemption right,” (b) certain distributions (or deemed distributions) by Quantinuum Holdings, and (c) payments made under the Tax Receivable Agreement.
• “Blocker Company” refers to Colorado Holdco, an exempted company incorporated with limited liability under the laws of the Cayman Islands that is taxable as a corporation for U.S. federal income tax purposes. The Blocker Company was formed as an aggregator entity in connection with Quantinuum (Cayman)’s Series B convertible preferred stock financing round, whereby unrelated third-party investors subscribed to purchase $88.1 million in Class A shares of Colorado Holdco, and Colorado Holdco in turn subscribed to purchase an equivalent amount of Series B convertible redeemable preferred stock of Quantinuum (Cayman). The Class A shares of Colorado Holdco provide such unrelated third-party investors with an indirect economic interest in Quantinuum (Cayman) that mirror Quantinuum (Cayman)’s Series B convertible redeemable preferred stock; however, Honeywell retained 100% voting control over the Series B convertible redeemable preferred stock owned by Colorado Holdco through its ownership of one non-economic voting share of the Blocker Company.
• “Blocker Merger” has the meaning given in “Organizational Structure.”
• “Blocker Shareholders” refers to the unrelated third-party holders of Class A shares of the Blocker Company prior to the Reorganization Transactions, who will receive shares of our Class A common stock in exchange for their equity interests in the aggregator Blocker Company pursuant to the Blocker Merger.
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• “Board” refers to the board of directors of Quantinuum Inc.
• “Cambridge Quantum” refers to Cambridge Quantum Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.
• “Class A common stock” means Class A common stock, par value $0.0001 per share, of Quantinuum Inc.
• “Class B common stock” means Class B common stock, par value $0.0001 per share, of Quantinuum Inc.
• “Code” means the U.S. Internal Revenue Code of 1986, as amended.
• “Common Units” refers to the membership units of Quantinuum Holdings, including those that we purchase with the net proceeds from this offering, and those that Continuing Common Unitholders will receive in connection with the Reorganization Transactions in exchange for their equity interests in Quantinuum (Cayman) as described under “Organizational Structure.”
• “Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands.
• “Continuing Common Unitholders” refers to certain pre-IPO holders of equity interests in Quantinuum (Cayman) (excluding the Blocker Company and Former Quantinuum Class C Holders (as defined below)) who will hold Common Units following the Reorganization Transactions, and our Class B common stock immediately following consummation of the Offering Transactions, as described under “Organizational Structure.”
• “Exchange Existing Basis” means the tax basis in certain assets of Quantinuum Holdings and certain of its direct or indirect subsidiaries (including assets that will eventually be subject to depreciation or amortization once placed in service) that is obtained by Quantinuum Inc. in connection with and is attributable to a Common Unit exchanged or redeemed by a TRA Party.
• “Existing Basis” means the Exchange Existing Basis and IPO Existing Basis.
• “Former Quantinuum Class C Holders” means holders of restricted Quantinuum Class C shares.
• “HHII” refers to Honeywell Holdings International Inc.
• “Honeywell” refers to Honeywell International Inc.
• “Honeywell Entities” refers to, collectively, Honeywell and HHII.
• “IPO Existing Basis” means the tax basis obtained by Quantinuum Inc. in connection with this offering and any subsequent capital contribution as a result of existing tax basis in certain assets of Quantinuum Holdings and certain of its direct or indirect subsidiaries, including assets that will eventually be subject to depreciation or amortization, once placed in service.
• “Merger Sub” refers to Quantinuum Merger Sub Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, a newly formed wholly owned subsidiary of Quantinuum Holdings.
• “Offering Transactions” refers to the offering of Class A common stock hereby and certain related transactions, as defined in “Organizational Structure—Offering Transactions.”
• “Quantinuum,” the “Company,” “our company,” “we,” “us” and “our” refers (i) prior to the consummation of the Transactions to Quantinuum (Cayman) and its subsidiaries and (ii) following the Transactions, to Quantinuum Inc. and its consolidated subsidiaries.
• “Quantinuum (Cayman)” refers to Quantinuum, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and, following the Transactions, a subsidiary of Quantinuum Holdings.
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• “Quantinuum Class C shares” refers to shares of class C common stock of Quantinuum (Cayman).
• “Quantinuum Holdings” refers to Quantinuum Holdings, LLC, a Delaware limited liability company, and, following the Transactions, a subsidiary of Quantinuum Inc.
• “Quantinuum Holdings LLCA” refers, as applicable, to Quantinuum Holdings’ limited liability company agreement, as currently in effect, or to the amended and restated limited liability company agreement effective prior to the consummation of this offering, and as such agreement may thereafter be amended and/or restated.
• “Quantinuum Inc.” refers to Quantinuum Inc., a Delaware corporation.
• “Registration Rights Agreement” refers to the registration rights agreement entered into with certain holders of Class A common stock and certain of the Continuing Common Unitholders.
• “Reorganization Transactions” refers to the transactions described under “Organizational Structure—Reorganization Transactions.”
• “SOFR” refers to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
• “Tax Receivable Agreement” refers to the tax receivable agreement entered into with Quantinuum Holdings and the TRA Parties.
• “Transactions” refers to, collectively, the Offering Transactions and the Reorganization Transactions.
• “TRA Parties” refers to, collectively, Cambridge Quantum, the Honeywell Entities and certain other Continuing Common Unitholders, and any future party to the Tax Receivable Agreement.
• “TRA Representative” refers to a representative appointed by each of the TRA Parties.
Glossary of Technical Terms
Core Quantum Computing Concepts
• Logical error rate : A measure of the probability that a logical qubit experiences an uncorrectable error. The logical error rate provides the number of logical operations that may be performed before an error occurs.
• Logical qubit : A higher quality (error-corrected) qubit created by combining multiple physical qubits and applying error correction techniques, allowing information to be stored and processed more reliably.
• Physical qubit : A qubit implemented using a physical system, such as an atom, ion, electrical circuit or photon. Physical qubits are less useful because they are susceptible to errors caused by noise and environmental interference and cannot run calculations at scale. Higher numbers of physical qubits in and of themselves are less relevant as a measure unless and until they create logical qubits, with the physical to logical qubit ratio being the more important measure.
• Quantum computing : A form of computing that uses the principles of quantum mechanics to process information, enabling certain types of calculations that are impractical or infeasible for classical computers.
• Qubit : The fundamental unit of quantum information, and basic unit of information in a quantum computer, analogous to a bit in a classical computer. Unlike a classical bit that is either 0 or 1, a qubit can exist in a superposition, representing multiple states simultaneously (e.g., 0 and 1, with a probability of being measured as either), and can be entangled with other qubits, enabling more complex calculations.
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Architecture and Performance Concepts
• All‑to‑all connectivity: A system property where any qubit can interact directly with any other qubit, reducing the number of routing operations and helping maintain higher fidelity during computation.
• Coherence time: The length of time a qubit can retain its quantum information before noise causes it to degrade. Longer coherence times allow for more computation before errors occur, enabling more of a system’s operation time to be used for calculation relative to error correction.
• Connectivity: The ability of qubits within a quantum computer to interact with one another. Higher connectivity can reduce the number of operations required to perform calculations and improve efficiency.
• Cross-talk: Unintended interference between qubits when operations on one qubit affect neighboring qubits, potentially introducing errors into the computation.
• Error correction: Techniques used to detect and correct errors in quantum computations while the computation is running, improving accuracy of outcomes and enabling practical applications.
• Error correction overhead: The number of physical qubits required to create and maintain an accurate logical qubit (also referred to as a physical-to-logical ratio). Higher error-correction overhead increases system size, complexity, and required computing resources.
• Error rate: The frequency with which mistakes occur during quantum operations. Lower error rates are critical for running longer, more complex algorithms.
• Fidelity: A measure of how accurately a quantum operation is performed. Higher fidelity means fewer errors and more accurate computation.
• Integrated optics: Miniaturized optical components fabricated on a chip, used to route laser light for qubit control in scalable quantum systems.
• Mid-circuit measurement: The ability to measure certain qubits while a quantum program is running, enabling error detection, adaptive logic, and real‑time workflow adjustments without restarting the computation.
• Parallelism: The ability to perform multiple quantum operations at the same time across different parts of a system, increasing overall throughput and reducing time-to-solution.
• Time-to-solution: A performance measure describing how long it takes to reach an accurate answer, accounting for accuracy (error rates), the number of gate operations required and the number of repetitions required.
Quantum Technology Approaches (Modalities)
• Neutral atoms: A quantum computing approach (such as that pursued by Infleqtion, a quantum technology company that uses neutral atom technology, among others) that uses uncharged atoms manipulated with lasers and magnetic fields to serve as qubits.
• Photons / photonic qubits: A quantum computing approach (such as that pursued by PsiQuantum and Xanadu, each of which use photonic technology, among others) that uses particles of light (photons) or squeezed states of light to encode and process information.
• Superconducting qubits: A quantum computing approach (such as that pursued by Alphabet, IBM, and Rigetti, each of which use superconducting technology, among others) based on tiny manufactured electrical circuits made from superconducting materials that must operate at extremely low (cryogenic) temperatures.
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• Trapped-ions: A quantum computing approach (such as that pursued by Quantinuum and IonQ, each of which use ion trap technology) that uses electrically charged atoms (ions) held in place using electromagnetic fields.
System & Workflow Concepts
• Architecture: The overall system design that determines how qubits are arranged, controlled, connected, and scaled within a quantum computer.
• DMET: Density Matrix Embedding Theory used in quantum chemistry and condensed matter physics to efficiently and accurately solve strongly-correlated quantum many-body problems by splitting a large system into manageable parts.
• Domain‑specific libraries: Pre‑built collections of quantum routines and workflow components tailored to fields such as chemistry, materials science, optimization and machine learning.
• Fault‑tolerant quantum computing: A stage of quantum computing where systems can run long, complex algorithms reliably by continuously correcting errors during operation.
• Gate: A basic operation applied to one or more qubits to manipulate quantum information, similar to logic gates in classical computing.
• Guppy: Quantinuum’s open-source programming language designed to make writing quantum-classical hybrid programs easier, more expressive, and more accessible to developers.
• High‑performance computing (“HPC”): Large‑scale classical computing systems designed to perform complex calculations at very high speeds, often used for scientific and industrial applications.
• Hybrid quantum‑classical computing (“hybrid”): A computing approach in which quantum processing units (“QPUs”) work alongside classical computers, graphic processing units (“GPUs”) and AI systems, each handling the parts of a problem best-suited to them (this is distinct from the use of classical computers within the control system of quantum computers, which are used in all modalities).
• Platform: The system together with the software, developer tools, and services that enable users to build, deploy, and operate quantum applications. At Quantinuum, our platform includes programming languages, compilers, runtime and orchestration software, and domain-specific libraries that allow developers and customers to create reusable applications across system generations.
• Quantum advantage: The point at which a quantum computer can solve a meaningful problem faster, cheaper, or more accurately than a classical computer. The most promising applications, however, are not a speed up of time to compute compared to classical systems, but rather an unlock of use cases that are not currently addressable by classical computers.
• QCCD (Quantum Charge‑Coupled Device) architecture: A system architecture that moves trapped‑ion qubits between different zones for storage, computation, and measurement, enabling scalability and parallel operations.
• System: The quantum computer and its associated control hardware that executes quantum operations. In Quantinuum’s case, a system includes the trapped-ion processes, multi-zone QCCD architecture, real-time control electronics, and supporting hardware required to perform computation, measurement, and qubit transport.
• TKET: An open-source, quantum compiler and software development kit developed by Quantinuum that helps quantum programmers build, optimize, and execute quantum circuits across a wide range of quantum hardware platforms.
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• Universal quantum computation: The ability of a quantum computer to run any quantum algorithm, as opposed to being limited to specific tasks or demonstrations.
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LETTER FROM DR. RAJEEB HAZRA, CHIEF EXECUTIVE OFFICER
To Our Future Investors,
I’m excited to share the progress we have made over the last decade towards achieving one of the most profound technological ambitions of our time – harnessing the laws of quantum mechanics to create a new computing paradigm – quantum computing – capable of solving problems fundamentally beyond the capabilities of classical computing. After years of disciplined technical innovation by our world-class team, I’m proud to say that we have done exactly that. We have created a full-stack quantum computing platform with application software that is an industry leader in performance and accuracy, and we are already helping customers address real-world business and scientific challenges today.
Our quantum computing platform is built on the framework of the Quantum Charge-Coupled Device architecture and includes many key system-level innovations across silicon chip design, laser-based optics, control systems and software that generates high levels of accuracy while scaling system performance. We have delivered three successive quantum computing platforms based on this architecture – each more powerful and accurate than its predecessor – and we believe that we are executing a roadmap to the first commercial-scale, fully fault-tolerant quantum computer before the end of this decade, the Apollo system. As we innovate to improve our quantum computing platform, working collaboratively with partners like NVIDIA and Infineon, we are also deeply engaged with industry leaders, such as JPMorgan Chase, to create new applications to address their growing business needs.
Bringing together Honeywell’s innovative quantum hardware with Cambridge Quantum’s software capabilities in 2021 was based on deep conviction that the promise of commercially useful quantum computing could only be unlocked by a seamless offering of hardware and end-user-focused software applications, supported by a robust supply chain and a workforce capable of translating quantum power into practical solutions. Since then, we have attracted a range of world-class partners, investors and talent, enabling us to put financial and intellectual capital to work across the quantum stack and positioning Quantinuum as a leading, vertically integrated quantum computing company.
Customer deployments across commercial enterprises and governments already point to the scale of the opportunity ahead for Quantinuum – one that has the potential to be as impactful as AI promises to be, if not greater. Quantinuum is already helping our customers solve incredibly difficult, yet valuable problems, like enabling risk simulation and Monte Carlo methods in financial services, and running higher fidelity electronic structure calculations, enabled by our increasingly performant, accurate and programmable quantum computing platforms. These initial applications only scratch the surface – we believe that the full impact of what our technology can achieve will extend far beyond today’s identified use cases, reshaping industries and redefining what is computationally possible.
I’m grateful to our employees, partners, investors and customers whose trust made this chapter possible, and I look forward to welcoming public market investors on the journey ahead. This is a defining period, not just for Quantinuum, but for the future of computing. I invite you to join us as we help shape this next paradigm and deliver on our mission to change the world.
Sincerely,
Dr. Rajeeb Hazra
CEO, Quantinuum
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read this entire prospectus carefully, including “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business,” and our consolidated financial statements and the related notes included elsewhere in this prospectus before making an investment decision. Unless otherwise indicated, references to our “common stock” include our Class A common stock and Class B common stock.
Our Company
Quantum computing is quickly evolving from research to early commercial adoption to address the insatiable need for computing power in the digital age. Even as classical computing continues to advance in energy-efficient performance, the huge computational demands of new applications such as artificial intelligence (“AI”) are making it challenging for classical computing to keep pace. Quantum computing is a fundamentally different approach that allows us to solve entirely new classes of problems in a resource-efficient manner. This paradigm change is being propelled by governments and enterprises, as they recognize quantum computing as a potential key enabler of long-term growth. Quantinuum was built with the mission to lead this transition and play a pivotal role in defining the future of the computing industry.
We believe the future of computing will be inherently hybrid, combining classical compute (i.e., CPUs), accelerated compute (i.e., GPUs) and quantum compute (i.e., QPUs). In this architecture, quantum computing will become a foundational layer for solving classes of problems that are fundamentally difficult for classical and accelerated systems alone. We view quantum computing not as a standalone replacement for classical systems, but as a new foundational layer within a hybrid computing stack. In this model, workloads are dynamically orchestrated across computing systems to ensure optimal execution, enabling each class of problem to be solved on the most appropriate computing substrate. Our quantum systems have been designed from the ground up with this hybrid framework in mind. We are already exploring protocols in which our quantum systems will generate data that is subsequently used by AI models to learn and guide the generation of additional data—creating a closed‑loop feedback system that accelerates discovery across multiple domains. Critically, unlike classical systems, our QPUs produce data that is extremely difficult—if not impossible—to produce classically. This confers a unique advantage: rather than training AI models on data that is broadly available or incrementally derived, we provide novel, high‑value data that would otherwise be prohibitively expensive or altogether unattainable. This capability is driven by our QPU’s ability to accurately model highly complex chemical and physical systems, unlocking insights beyond the reach of traditional computing approaches.
While we are in the early stages of commercial growth, our approach has seen recent success as reflected in our bookings. Bookings were $1.3 million for the three months ended March 31, 2026 compared to $1.9 million for the three months ended March 31, 2025. Bookings were $79.3 million for the year ended December 31, 2025. Bookings represent the aggregate dollar value of customer contracts executed during a given period. The ultimate value of our bookings is impacted by new contracts, modifications and terminations. In addition, we are excited by our robust booking pipeline that involves various projects at different stages of the pre-booking process. Our net revenue and net loss for the three months ended March 31, 2026 was $5.2 million and $136.6 million, respectively, compared to $19.1 million and $30.5 million for the three months ended March 31, 2025. Our net revenue and net loss for the year ended December 31, 2025 was $30.9 million and $192.6 million, respectively. For the year ended December 31, 2024, our net revenue and net loss was $23.0 million and $144.1 million, respectively. Additionally, as of March 31, 2026 and December 31, 2025 , our cash and cash equivalents were $677.0 million and $762.6 million .
Quantinuum is a leading quantum computing platform that offers solutions like hardware platforms, developer tools, application libraries and solution-targeted intellectual property (“IP”). Our vertically integrated quantum computing platform combines sophisticated quantum hardware systems and middleware with application software designed to make quantum computing deployable in real-world environments. By enabling hybrid quantum-classical computing workflows with our software, we believe we accelerate the creation of entirely new application categories, such as quantum-enabled AI.
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Our model of working closely with our customers and partners to build new hardware and software capabilities builds deep, durable relationships that we believe enables Quantinuum to create and capture value. Our selective approach to what we retain as proprietary and what we license as open-source is designed to accelerate developer adoption and ecosystem growth without compromising long-term competitive advantages. Core architectural and system-level IP remain proprietary and protected, while openness is pursued in areas where it strengthens developer engagement.
Our QCCD architecture is designed to prioritize accuracy, connectivity and system-level performance over raw gate speed, reflecting our focus on improving time-to-solution for real-world workloads. Quantinuum’s platform is built on the well-established QCCD architecture established in the early 2000s, which we implemented with novel designs and capabilities to achieve the industry’s highest accuracy levels based on Helios’ 99.921% average two-qubit gate fidelity, as of December 31, 2025. See “About this Prospectus—Market and Industry Data.” In fact, we were the first in the industry to implement logical qubits with a higher accuracy than physical qubits, according to the 2021 Ryan-Anderson et al. Study. Quantinuum has demonstrated technical and operational progress through multiple generations of commercially deployed quantum systems, including H1 (2020), H2 (2023) and Helios (2025). H1 was the first commercial quantum system to demonstrate “Three Nines” (“99.9%”) accuracy for two-qubit gates across all qubit pairs, according to the 2025 Kretschmer et al. Study, and each generation delivered measurable improvements in performance and accuracy. Our team continues to build on these improvements and is working on future system generations, such as Sol, which we expect to introduce in 2027 and anticipate will achieve up to 100 logical qubits (a key milestone in fault-tolerant computing), and Apollo, which we expect to introduce in 2029 and anticipate will achieve 100s of logical qubits.
While certain alternative approaches, such as superconducting architectures, may achieve faster individual gate speeds, they often require significantly more operations and higher error-correction overhead to reach a reliable result. We evaluate the performance and commercial readiness of our platform using system-level metrics that we—and our customers—believe are indicative of real-world value and the ability to produce successful outcomes and solutions, rather than early stage and traditional metrics, such as raw qubit count or gate speed. The metrics and performance drivers that best showcase our ability to achieve results include fidelity, number of logical qubits, system scalability, time-to-solution and full-stack performance. We believe these metrics are more directly aligned with customer outcomes and commercial adoption, system cost and the ability to support increasingly complex workloads.
Our strategy is hardware-led and software-enhanced, delivering high-accuracy quantum hardware with co-optimized middleware and applications to enable customers to design and implement solutions. Our middleware tools for quantum software developers, like the high-level quantum programming language, Guppy, are designed to make writing and executing quantum programs easy, enabling customers to build high-value solutions. We believe that our software tools across multiple platforms significantly lower the adoption hurdle in application development while creating loyalty to Quantinuum’s platform. We expect that our full-stack offerings, including applications, will help us capitalize on early commercial value as quantum technology is deployed across industries, while preserving significant flexibility to capture value as the industry moves up stack.
Quantinuum was formed in 2021 through the combination of Honeywell Quantum Solutions and Cambridge Quantum, uniting innovative quantum hardware expertise with advanced quantum software capabilities. As a controlled affiliate of Honeywell, we inherited discipline and a culture of execution while benefiting from world-class infrastructure, supply-chain relationships and management expertise. Honeywell has also served as both a testing ground for our tools and as an early customer, deploying our solutions in its products. Honeywell has indicated its intent to remain a strategic customer and partner following this offering.
Quantinuum has a global workforce of approximately 700 employees, including world-class scientists and researchers as of March 11, 2026. More than 450 of our employees hold advanced PhDs or Master’s degrees, with those holding PhDs representing over 40% of our global workforce and those holding PhDs or Master’s degrees representing more than 70% of our technology team. We also employ approximately 410 hardware experts and 105 software experts. We have active customer engagements primarily focused across pharmaceuticals, materials science, financial services, government and industrial markets, including with market leaders, such as JPMorgan
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Chase in financial services, Amgen in pharmaceuticals, Mitsui & Co. in cybersecurity and Honeywell in chemistry, each of whom serves as both a customer and an innovation partner.
We believe we are positioned to scale our business using a layered approach to monetization:
1. Grow and maintain market leadership in on-premises and cloud-based quantum solutions, reinforcing scale advantages and customer stickiness.
2. Expand monetization beyond hardware by building high-margin software, applications, and outcome-driven intellectual property that capture recurring value.
We believe Quantinuum is uniquely positioned to capture a leading share of value as quantum computing transitions from early adoption to scaled commercial deployment.
Key value drivers for our business include:
• Differentiated commercially deployed hardware that has the computational power and accuracy to enable a high-value application platform;
• Differentiated middleware , co-designed with the hardware platform, that allows software developers to efficiently create and deploy new applications;
• Resilient and flexible business model that includes the ability to monetize Quantinuum’s vertical integration while retaining optionality for monetizing software across a broader base of platforms than just our own;
• Operational maturity and execution , with demonstrated customer traction and diversified end-market exposure;
• Leading technical and business management capabilities with deep expertise across high performance computing hardware and software, as well as manufacturing and operational excellence; and
• Culture rooted in innovation, discipline, and strategic collaboration .
These factors support our conviction that Quantinuum is well positioned to lead the quantum computing market and to generate durable value for customers, partners and stockholders.
Why Now: Market Opportunity and Industry Dynamics
AI and other data-intensive workloads are pushing computing demand to new levels. Classical computing is approaching structural compute and bandwidth limitations (e.g., energy, memory scaling and interconnect bandwidth) that, despite efforts to improve capabilities, are proving to be increasingly more difficult and expensive to solve.
Quantum computing represents a new computational paradigm that expands the realm of what is practically computable and enables solutions to many classes of problems that are impossible to solve for even the most advanced classical supercomputers. The power of quantum computing can best be summarized by understanding that it changes the way computations are performed compared to classical computers.
By leveraging quantum physics, quantum computers fundamentally change the rules of computation. For example, classical bits can only exist in either the 0 or 1 state. This is an unbreakable ‘rule’ that must be followed in all classical computations. In contrast, quantum bits can exist simultaneously in 0 and 1 (this is known as superposition ), which meaningfully changes how computations can occur and proceed. Another key example like this is entanglement. Classical bits exist independently of each other, the state of one bit having no effect on the state of any other bits (again, this is an unbreakable rule in classical computation). In quantum computing, you can entangle bits so that the state of one bit directly influences the state of its entangled partner, no matter how far apart they are physically. Ultimately, this means that computations can do entirely new and different things that classical computers can never do. You can think of this like comparing a drum to a flute – both play music, but they use
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different physics to achieve their effects (and while they can probably be made to imitate each other in some restricted use cases, they generally create totally different outcomes). The most famous example of a different outcome in computing is known as ‘Shor’s Algorithm’ where it was proven by Dr. Peter Shor that a sufficiently large and accurate quantum computer could factor large numbers, a task that is strictly impossible for even the most powerful classical supercomputer, no matter how big we build it.
• Exponential Scaling: Refers to situations in which resource requirements increase exponentially with system size, meaning that modest increases in problem size can result in very large increases in computing time or memory. For example, a quantum computer can represent a general n-particle quantum system using n quantum bits, such that the resources needed to represent the system grow linearly with system size. By contrast, classically simulating that same system generally requires tracking 2 n amplitudes, causing the classical resources required to model the system to rise exponentially as system size increases. As a result, for certain system sizes, classical simulation becomes impractical, while modeling the same system on a quantum computer requires substantially fewer resources.
• Data Analysis: In classical computers, information is encoded in bits that are either 0 or 1. Quantum computers leverage superposition and entanglement, allowing qubits to represent combinations of states and enabling some computations over very large state spaces to be performed more efficiently than on comparable classical systems that incorporate AI.
• Simultaneous Calculations: Classical computers generally solve problems through sequences of discrete operations, sometimes accelerated through parallel processing. Quantum computers use superposition, entanglement and interference to manipulate many possible computational paths within a single quantum state. This does not mean they evaluate every possible scenario independently at the same time, but it can allow certain problems to be solved more efficiently than on classical systems.
As quantum computing matures, we believe that it will address previously unsolvable computational problems. While quantum may displace certain classical computing use cases where a great enough speed up is enabled via quantum computing, in many cases, we believe that hybrid workflows will emerge as the most effective way to solve these problems. We envision that a portion of a dataset will be housed on a classical computer and another portion will be managed on a quantum computer, with an iterative feedback and computational loop between the two. In addition, quantum computing can generate high‑fidelity simulation and optimization data that is difficult or impractical to produce using classical methods alone, which can be incorporated into hybrid workflows to enhance the training and performance of AI models. Through both standalone quantum computing, as well as hybrid computing, we believe this paradigm will unlock new categories of commercial applications, thereby unlocking the full potential of AI.
According to the 2024 BCG Quantum Forecast, companies are already deriving economic value from quantum computing, primarily concentrated in problem classes where computational costs are extremely high and where marginal improvements can have meaningful economic impact. These domains include chemistry and materials discovery, life sciences and drug development, large-scale optimization across finance, logistics, supply chain, cryptography and security. Across these areas, faster discovery, higher accuracy and reduced experimentation or simulation costs are anticipated to translate into material economic outcomes, making them among the earliest candidates for practical quantum-enabled value creation. According to the 2022 Hyperion Study, over 80% of surveyed enterprises were moving forward with an increased commitment towards in-house quantum computing capabilities.
By 2030, early winners running useful applications on the most capable quantum systems are forecasted to create approximately $5 to $10 billion in end-user value, increasing to up to $850 billion by 2040, according to the 2024 BCG Quantum Forecast. We believe this represents the early phase of a broader transition toward utility-scale quantum computing, where the range of applications and associated economic impact is expected to expand significantly. While early value creation is expected to be driven in part by hardware performance, we believe long-term competitive advantage will increasingly depend on platform capabilities, including software, developer ecosystems and application-specific workflows. Our full-stack approach is designed to position us to capture value across these layers as the industry matures. We believe companies that establish early leadership in system
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performance, developer ecosystems and application workflows will be best positioned to capture a disproportionate share of long-term value as quantum computing adoption accelerates.
Quantum Computing Value Across Key End Markets
Source: 2024 BCG Quantum Forecast
What Sets Quantinuum Apart
Quantinuum is a leading full-stack quantum computing company, building advanced quantum systems and bringing commercially viable quantum solutions to market. We have invested more than $2 billion in research and development (“R&D”) over the last decade. Over multiple generations, our systems have improved in performance and accuracy while pushing quantum computing closer to the ease and flexibility of classical computing via native tools that make quantum workflows more accessible. Our full-stack platform positions us to capture value beyond hardware and is already enabling our customers to solve critical business problems. We believe this full-stack platform approach differentiates us from hardware-only or software-only providers by enabling coordinated optimization across layers and allowing improvements in one part of the system to translate into measurable gains in overall performance. In addition, our software stack is designed to operate across multiple quantum hardware platforms beyond Quantinuum’s own systems, enabling developers to build, reuse and deploy quantum workflows independent of underlying hardware modality. This hardware‑agnostic approach expands our addressable developer ecosystem and supports broader adoption of our tools as quantum computing capabilities scale. Our operational rigor and deep technical expertise have delivered consistent breakthroughs, with our pace of innovation accelerating as we move towards future generations of our technology.
Platform Differentiation
We believe the true measure of commercial viability is a quantum platform’s ability to deliver increasing performance on an improving cost curve without making a trade-off in speed or accuracy as systems scale. Quantinuum’s QCCD-based hardware combines the advantages of identical qubits and high-fidelity operations, in a scalable fault-tolerant system design using quantum error correction, to enable customers to execute workloads with reduced resource use (e.g., lower error correction overhead) and repeatable performance across successive system generations in real-world environments. Our hardware capabilities are augmented by a powerful set of middleware tools that facilitate developer efficiency in application development and deployment.
Our roadmap has been supported in independent assessments, including government‑sponsored research programs such as those conducted by The Defense Advanced Research Projects Agency (“DARPA”). Quantinuum was selected to advance to Stage B of DARPA’s Quantum Benchmarking Initiative, which is a one-year, detailed R&D phase where selected companies develop comprehensive plans for building utility-scale, fault-tolerant
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quantum computers by 2033. We believe our selection for Stage B validates the concept of our future generation large-scale utility systems.
Quantinuum’s Forward-Looking Technology Roadmap
* Analysis based on recent literature in new, novel error-correcting codes predicts that error could be as low as 1E-10 in Apollo (ref: 2024 Bravyi et al. Nature Study, 2024 Goto Science Advances Study)
Quantinuum’s Helios system, the most accurate commercial quantum computer based on two-qubit gate fidelity as of December 31, 2025 according to the 2025 Ransford et al. Study and our analysis of public filings of our peer companies, breaks new ground in several areas:
1. With 98 physical qubits, Helios achieved 99.921% two-qubit gate fidelity, according to the 2025 Ransford et al. Study, exceeding the widely cited “Three Nines” threshold (>99.9%). High two-qubit gate fidelity is critical because it enables longer and more complex programs to execute correctly, ensuring that error correction suppresses errors as systems scale, rather than allowing them to accumulate.
2. Helios also achieved 48 logical qubits, 4 times more than its predecessor, H2 – a level broadly regarded within the industry as necessary for quantum systems to begin solving problems that are impractical for conventional supercomputers.
3. Helios achieved these 48 logical qubits from only 98 physical qubits, the first to achieve an error-correcting overhead in a commercial setting of 2:1 (physical to logical qubits ratio), according to the 2026 Dasu et al. Study. Previously quoted results in research had an overhead of up to 100:1 as best-in-class according to the 2025 Google Quantum Nature Study. This lower overhead is a significant advantage in scaling our systems to larger qubit counts compared to other systems with a higher overhead due to the increased manufacturing complexity and costs associated with higher overhead systems.
These capabilities translate directly into customer-relevant outcomes. At launch, Helios enabled large-scale simulations in physics and materials science, including studies of magnetism and high-temperature superconductivity, as well as a clear demonstration of quantum advantage via the well-known ‘Random Circuit Sampling’ benchmark.
When we announced our forward-looking technology roadmap in late 2024, we stated that Helios would reach a 48 logical qubit milestone, and we delivered on that commitment. We believe this execution track record positions us well to deliver in the next phase of our roadmap, including Sol (expected in 2027), which is targeting approximately 100 logical qubits approaching 99.999% (“Five Nines”) logical fidelity. Beyond Sol, we expect Apollo (targeted for 2029) to deliver 100s of logical qubits with up to 99.99999999% (“Ten Nines”) logical fidelity, which means you can run ~10 billion operations before there is an error, further extending the set of problems that our systems can potentially solve. A key element of executing our technology roadmap is the parallel development
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of future system generations. While finalizing the commercial release of Helios, our team has continued to develop various prototypes of the Sol and Apollo systems that we refine using common testbeds. For example, we have already demonstrated a laboratory prototype of the Sol chip, validating critical architectural features, including our approach to broadcasting control signals to multiple qubits simultaneously to support scalable system performance. Our common testbed approach enables us to work on multiple system generations at once and helps us to timely deliver, and in some cases accelerate, our technology roadmap. See “Risk Factors—Risks Relating to Our Business and Industry—Our roadmaps and plans for commercialization involve technology that is not yet available for customers and may never become available or meet desired technical specifications.”
We have designed our hardware with characteristics that we believe give Quantinuum an advantage in delivering accurate, scalable and commercially useful quantum computation:
• Proven Architecture: Quantinuum uses the QCCD architecture, proposed by Dr. David Wineland at the National Institute of Standards and Technology in 2002. The QCCD architecture uses electromagnetic fields to suspend qubits just a few microns above the chip, which are then moved around with exacting precision, while their quantum state is controlled with ultra-low-noise lasers.
• Innovative Design: Key features of our implementation of QCCD architecture:
◦ Mobile qubits , allowing quantum information to flow through the processor, parallel operations in different zones, and bespoke connectivity (any qubit can be entangled with any other qubit, allowing for high-dimensional codes and problem-solving approaches);
◦ Identical qubits , the use of which eliminates the need for complex calibration protocols that have poor scaling behavior;
◦ Adaptive control with low noise electronics, which means we can adjust our programs on the fly to respond to measurement outcomes or errors, while maintaining the delicate quantum state of the qubits;
◦ Laser-based qubit cooling , which is energy efficient, is capable of being cooled to a level approximately 1,000 times colder than superconducting approaches, and does not rely on scarce resources like Helium-3;
◦ A solution to the ‘wiring problem,’ eliminating separate signals for each qubit and instead broadcasting signals to control qubits in bulk; and
◦ Industry-first ‘junction’ technology , which allows qubit paths to cross and enables large-scale, grid-like arrangements, a crucial enabler for scaling.
• Platform Benefits: Put together, these features enable mid-circuit measurement, which is crucial for error correction and on-the-fly circuit changes, as well as low crosstalk, isolating different functions into different zones and keeping the quantum states pure and undisturbed. Ultimately, this means that fault-tolerance is possible in the near term rather than representing a future engineering challenge.
Full-Stack Operating Model
Quantinuum’s integrated, full-stack approach – spanning hardware, middleware, compilers, algorithm libraries and application frameworks – reduces friction for customers and developers, while allowing platform improvements to compound over time rather than reset with each new system generation. We believe this full-stack platform approach differentiates us from hardware-only or software-only providers by enabling coordinated optimization across layers and allowing improvements in one part of the system to translate into measurable gains in overall performance. This model also enables us to capture value across multiple layers of the platform, including system access, software usage and application development. Customer engagements often result in reusable workflows and outcome-oriented intellectual property; those learnings can be leveraged across other client use-cases, enhancing platform stickiness. We designed our developer ecosystem to preserve prior development investment through stable programming models and consistent application programming interfaces that integrate with existing customer
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environments. As we have observed, this continuity enables efficient adoption of hybrid workflows and supports long-term customer engagement as the platform evolves.
Alongside our Helios system, Quantinuum launched a completely new software stack designed to make quantum programming as intuitive as classical programming. Pairing with a new real-time control engine, which enables our systems to create dynamic quantum programs that can respond to results as they come in, developers can use our native, Python-like quantum programming language for quantum computing, Guppy, to write dynamic circuits that were previously impossible with prior technology. Compatibility with existing ecosystems, including platforms such as NVIDIA CUDA‑Q, allows Quantinuum’s software to extend, rather than compete with, established developer environments, attracting a broader base of users and reinforcing platform defensibility. We believe this integrated software stack can increase developer productivity, accelerate workflow creation and support broader adoption of the Quantinuum platform.
Our software architecture is designed with characteristics that we believe give Quantinuum an advantage in enabling accurate, scalable and commercially useful quantum computation:
• Accessible, high-level programming model: Consistent, high-level software abstraction simplifies development and reduces variability across applications, allowing developers to write, maintain and scale quantum programs as systems and use cases grow.
• Domain-specific libraries and workflows: Pre-built software libraries and workflows tailored to specific application domains shorten development cycles and allow customers to move more quickly from experimentation to real use cases, without building quantum applications from scratch.
• Integration with existing computers: Software designed to integrate with existing high-performance computing, AI and cloud environments, allowing quantum computing to complement established systems rather than requiring customers to adopt entirely new workflows.
• Cloud and on-premises deployment flexibility: Consistent software platform that supports both cloud-based access and on-premises deployment, enabling customers to adopt quantum computing in a way that aligns with their security, latency and infrastructure requirements.
• Continuity across system generations: Stable software abstractions and interfaces that preserve customer and developer investment by allowing applications and workflows built today to remain usable as hardware capabilities improve over successive system generations.
Operational and Commercial Readiness at Scale
Widespread quantum adoption depends on commercially scalable platforms that deliver predictable and stable performance. We believe Quantinuum’s system architecture and disciplined execution offer reliable scaling of logical qubits and a predictable technology roadmap, enabling customers and partners to plan with confidence. Each generation of our roadmap is designed to expand commercial opportunity by increasing logical qubit numbers, improving fidelity and reducing time-to-solution, which is expected to enable larger workloads and higher-value applications. Our platform is built for stable, repeatable and production-ready deployment, supported by established manufacturing discipline, quality systems and supply-chain infrastructure borrowed from Honeywell.
Quantinuum aims to scale manufacturing through a hybrid model, assembling and validating the early systems of each generation in-house before transitioning to outsourced production through partners such as Quanta. We plan to retain direct control over critical integration, testing and performance validation, while leveraging partners for higher-volume manufacturing and supply-chain execution.
In parallel, we expect to build and diversify our supply chain by investing in critical technologies and selectively licensing key IP to suppliers. We believe that this approach strengthens supply availability, reduces concentration risk and supports repeatable, industrial-scale system deployment. Our scaling strategy seeks to leverage semiconductor manufacturing processes, integrated optics, advanced packaging approaches, and supply-chain partnerships intended to support repeatable system production across successive hardware generations.
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Our Business Growth Strategy
Our objective is to accelerate commercial adoption and value creation across the quantum ecosystem, and position Quantinuum to hold a meaningful share of the industry as it matures.
Platform Flywheel
The core of our strategy is a self-reinforcing platform approach driven by advances in hardware that deliver measurable improvements in performance, reliability and scalability. Our technology roadmap and track record of successful execution against our goals has demonstrated achievement of defined milestones over multiple generations, most recently with Helios, the most accurate quantum computer on the commercial market based on two-qubit gate fidelity as of December 31, 2025.
Capturing value in the long term requires careful integration of differentiated hardware and software alongside close collaboration with customers to expand use cases. Quantinuum’s platform – available on-premises and via cloud-based systems – enables developers to build, test and deploy quantum workflows directly on Quantinuum systems. As customers standardize on our tools and workflows, they benefit from code reuse, hardware‑software co‑design and continuity across system generations, easing adoption and deepening customer relationships. Improved capabilities, driven by developer feedback, are expected to draw more developers into our ecosystem as our tools become embedded in critical applications. By offering a full-stack platform, we focus on system-level outcomes that matter to customers, encouraging repeat usage and long-term engagement, and enable customers to expand workflows as Quantinuum’s platform evolves. Our targeted industry vertical approach allows us to generate reusable components, outcome‑oriented IP and deeper domain expertise within these industries. Our approach to customer acquisition is further delineated in the below graphic:
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Our business model has four core revenue levers:
1. Providing access to quantum computing infrastructure, delivered through both on‑premise and cloud-based systems;
2. Licensing quantum software and developer tools across cloud and on‑premise environments;
3. Providing research and application‑development services to work directly with our partners to build and validate high‑value use cases; and
4. Selectively monetizing outcome‑oriented IP developed internally or in partnership with customers.
These revenue streams are designed to scale with system capability, customer adoption and workload complexity. As customers progress from early evaluation to production-scale deployments, we expect increased system utilization, expanded software usage and larger customer engagements.
We designed our ecosystem to support the industrialization of quantum computing, including investments in supply‑chain expansion, materials procurement and manufacturing readiness to support consistent system delivery. We leverage ecosystem and manufacturing partners to accelerate scale, while retaining control of core platform architecture and critical IP.
Intellectual Property
Our IP is a core differentiator for Quantinuum and is foundational to our ability to scale and commercialize our platform. Our IP framework is designed to protect the architectural and system-level capabilities that underpin platform performance, while preserving flexibility to monetize innovation across hardware, software and application layers as quantum adoption matures through open-source licensing. Our selective approach to what we retain as proprietary and what we license as open-source is designed to accelerate developer adoption and ecosystem growth without compromising long-term competitive advantages. Core architectural and system-level IP remain proprietary and protected, while openness is pursued in areas where it strengthens developer engagement. Importantly, IP developed through one application or customer engagement is often reusable across future use cases. Advances in system-level capabilities, such as domain-specific libraries, may open the door to incremental use cases that are able to leverage these capabilities without requiring bespoke redevelopment. This enables learning and innovation from individual use cases to compound over time, distribute the cost of prior development investment, and increase the long-term value of each successful deployment as our platform evolves. We also deliberately limit reliance on external or university-owned IP to reduce commoditization risk and maintain long-term architectural control. We expect to selectively license certain developer-facing tools via open-source license models, such as programming
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tools and high-level optimization compilers, to accelerate ecosystem growth, expand accessibility for non-quantum experts and support broad interoperability.
Our full-stack IP portfolio spans system architecture, control systems, integrated optics, infrastructure software, low-level compilation layers, developer-facing interfaces and application-level algorithms. This layered approach reflects our vertically-integrated platform strategy, which emphasizes differentiation at each layer to reinforce system-level performance, productivity and customer adoption. We have open-sourced the programming tool Guppy and the high-level optimization compiler TKET to promote developer engagement and workflow portability. This selective openness expands ecosystem adoption, while preserving control of underlying architectural, hardware and system-defining IP that we believe differentiates Quantinuum’s quantum computing platform.
Recent Development - U.S. Government Transaction
On May 21, 2026, we announced that we entered into a non-binding Letter of Intent (“Letter of Intent”) with the U.S. Department of Commerce (the “Department of Commerce”) under the CHIPS Act of 2022, covering an award (the “Award”) of up to an aggregate $100.0 million, to be disbursed to us in multiple payments, with $56 million to be made available on or about the date of the Award (the “Award Date”) and two subsequent payments in connection with the satisfactory completion of certain project milestones (the “U.S. Government Transaction”).
The Letter of Intent contemplates that we will undertake certain activities at multiple existing U.S. project sites to address key technical challenges in scaling trapped-ion-based quantum computing systems, including: (i) developing low-loss integrated photonics at 422 nm, (ii) prototyping control ASICs on a high-voltage process for cryogenic operation, and (iii) developing and packaging reliable optical components at trapped-ion critical wavelengths.
Subject to the negotiation and execution of definitive award documentation (the “Definitive Award Documents”), the project milestones and corresponding funding tranches are expected to be as follows:
• Tranche for Award Date: $56.0 million – made available on or about the Award Date.
• Tranche for Milestone 1: $32.0 million – to be made available after completion of the following (i) fabrication and testing of integrated optical waveguide and diffraction grating optimized for performance at 422 nanometer and (ii) fabrication and testing of laser components.
• Tranche for Milestone 2: $12.0 million – to be made available after completion of the following (i) fabrication and characterization of final version of the diffraction grating optimized for performance at 422 nanometer and (ii) fabrication and testing of a custom-designed chip (ASIC) purpose-built for the quantum computing system.
The Letter of Intent provides that the period of performance of the Award (“Period of Performance”) terminates on the earlier of the completion of all project milestones and five (5) years from the Award Date. Additionally, the Letter of Intent requires that we expend advance payments solely on eligible project costs as defined in the Award Documents. Under its terms, the Letter of Intent terminates upon the execution of the Definitive Award Documents or by mutual agreement of the parties.
Pursuant to the terms of the Letter of Intent, in exchange for receiving the Award, we will be required to issue equity securities on the Award Date to the Department of Commerce in the full amount of the Award, at an issuance price that is based on the lowest of (i) the initial public offering price per share discounted by 20%, (ii) if we have undergone an initial public offering (including if we consummate the offering), the publicly traded closing share price on the Award Date, discounted by 15%, and (iii) if we have not undergone an initial public offering by the Award Date, the implied valuation in connection with our latest completed fundraising round before May 4, 2026, the date the first draft of the Letter of Intent was transmitted from the Department of Commerce to us. Additionally, if an initial public offering occurs before the Award Date, the timing of the disbursement under Milestone 1 and the equity share issuance shall occur no sooner than 60 days following the initial public offering to allow for share price stabilization. The Letter of Intent contemplates that, while held by the Department of Commerce, the securities that we will issue pursuant to the Definitive Award Documents will be non-voting to the extent permitted by applicable
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law and freely transferable. Though the Letter of Intent includes limited detail on such matters, the Letter of Intent provides that the securities issued in exchange for the Award will contain all terms necessary to protect the taxpayers’ economic interest in the project, including but not limited to, customary structural anti-dilution protections, registration rights, redemption options, exchange options, conversion rights, participation rights, tag-along rights, information rights, cashless net exercise provisions and other protective provisions, in each case as and to the extent applicable given the type of such securities being issued.
The Letter of Intent provides for certain data and intellectual property rights requirements, including requirements that (1) we notify the Department of Commerce of any invention that is or may be patentable under U.S. law that is conceived or first actually reduced to practice in the performance of work under the Award, and would require us to use a specified invention and utilization process, (2) we maintain an intellectual property rights management plan throughout the Period of Performance that describes the intended management and ownership of intellectual property, (3) the U.S. government would have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced any invention that is or may be patentable under U.S. law generated in the performance of any activities funded under the Definitive Award Documents on behalf of the United States for government purposes, (4) the U.S. government will have government purpose rights with respect to data developed or generated under the Award related to the project, and (5) intellectual property developed using funds from the Award may not be sold, assigned, transferred, or licensed to a foreign country of concern or a foreign entity of concern as defined in the Award Documents, subject to limited exceptions.
The Letter of Intent also includes certain restrictions designed to require us to maintain a nexus with the United States. These restrictions include a requirement that future ownership of any invention that is or may be patentable under U.S. law generated in connection with activities funded under the Definitive Award Documents as well as certain underlying background intellectual property owned by us be restricted to U.S. company ownership for ten years following the Period of Performance or the first commercial sale of the funded innovation, whichever is later. Additionally, we must notify the Department of Commerce of our intent to sell, transfer, or assign ownership of any such inventions or background intellectual property at least 60 days prior to any such transaction. Federally funded innovations are additionally required to be produced exclusively in the United States during the Period of Performance and for ten years thereafter, subject to certain limited exceptions and as to be further defined in the Definitive Award Documents. The Letter of Intent also includes various compliance and certification obligations related to the Research Security Program of the Department of Commerce, which are designed to protect scientific research, intellectual property, and critical technology from foreign interference, theft, and misuse.
Under the terms of the Letter of Intent, the Department of Commerce has the right to claw back up to the full disbursed Award amount in the event of (a) any breach of Definitive Award Document terms relating to domestic control of intellectual property, domestic production, or research security provisions, or (b) any failure to timely complete certain required project activities (to be further clarified in the Definitive Award Document) or abandonment of the project. Additionally, the Letter of Intent provides that any property acquired or improved with funds disbursed under the Award will be subject to a customary federal interest in property acquired with government funding, which could limit our rights in such property.
The Letter of Intent also provides that in the event that our budgeted sources of cash assumed to fund the project are lower than anticipated, we have agreed to fund such sources with an alternative source of cash, which could include balance sheet cash or additional equity, in order to maintain the targeted timing for the project. Additionally, we will be responsible for the payment of all fees and expenses incurred by outside counsel retained by the Department of Commerce in connection with the transaction, which are not expected to exceed $500,000.
The Letter of Intent obligates us to negotiate in good faith with the Department of Commerce to execute and deliver the Definitive Award Documents for the U.S. Government Transaction within 60 days and no later than 90 days after the date of the Letter of Intent (unless otherwise extended by the Department of Commerce) and includes certain requirements with respect to negotiation matters. In the event that Definitive Award Documents are not executed and delivered by us during this period of 90 days after the date of the Letter of Intent as a result of our failure to negotiate in good faith, and if the Department of Commerce has complied with its obligation to negotiate the Definitive Award Documents in good faith during such period, then the Department of Commerce has the right (but not the obligation) to unilaterally declare that the Letter of Intent is binding and will serve as the operative
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Definitive Award Document, to require us issue the Award pursuant to the terms included in the Letter of Intent and receive the equity securities from us on the economic terms set forth in the Letter of Intent. The Letter of Intent further provides that, if we fail to provide such payment to the Department of Commerce, the Department will be entitled to seek specific performance, damages, or otherwise seek or impose any other remedy available.
The U.S. Government Transaction remains subject to the negotiation and execution of the Definitive Award Documents, the satisfaction of numerous conditions, and final government approvals. There can be no assurance that the U.S. Government Transaction will be consummated on the terms contemplated by the Letter of Intent, or at all. Even if the Definitive Award Documents are executed, funding would be disbursed in tranches tied to the achievement of specified milestones, and any failure to meet a milestone could result in the withholding of funding and may subject previously disbursed amounts to the clawback provisions described above.
Summary Risk Factors
Investing in our Class A common stock involves substantial risk. The risks described in the section titled “Risk Factors” included elsewhere in this prospectus may adversely impact our business, financial condition and results of operations and may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks we face include the following:
• While we have made progress in developing our quantum computing systems, we continue to face significant technical barriers in our efforts to produce large-scale, fully fault-tolerant quantum computers. If we cannot successfully overcome those barriers, our business will be negatively impacted and could fail.
• We have experienced in the past and could suffer future disruptions, outages, defects and other performance and quality problems with our quantum computing systems, our private cloud, or other information systems, our research and development activities, our facilities, our other fixed assets, or with the public cloud, internet, and other infrastructure or third-party systems on which they rely.
• We have a limited number of suppliers for significant components of the equipment we use to build and operate our products, services and solutions. Any disruption in the availability of these components could delay our ability to expand or increase the capacity of our infrastructure or repair or replace defective equipment.
• Our roadmaps and plans for commercialization involve technology that is not yet available for customers and may never become available or meet desired technical specifications.
• The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our long-term business prospects among current and future partners and customers.
• Our business is currently dependent upon our relationship with our cloud providers. There are no assurances that we will be able to commercialize quantum computers from our relationships with cloud providers.
• We may be negatively impacted by any early obsolescence of our quantum computing systems.
• We may be unable to reduce the cost of developing our quantum computers, which may prevent us from pricing our quantum systems competitively.
• The quantum computing industry is in its early stages and volatile, and if it does not develop, if it develops more slowly than we expect, or if it develops in a manner that does not require use of our quantum computing products, services and solutions, our business, financial condition, reputation, and profitability may be negatively affected.
• If our quantum computers fail to achieve a broad quantum advantage, our business, financial condition and future prospects may be harmed.
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• Our quantum computing systems are highly complex and may experience reliability issues, performance variability, outages, increased downtime or reduced uptime, which could materially and adversely affect our business, credibility, brand and reputation, results of operations, financial condition and growth prospects.
• If we cannot successfully execute on our strategy, including being able to timely adjust to changing customer needs and new technologies and other market requirements, or achieve our objectives in a timely manner, our business, financial condition and results of operations could be harmed.
• Our products, services and solutions may not achieve market success but will still require significant costs to develop.
• We are highly dependent on our ability to attract and retain key employees, including quantum physicists and other highly specialized technical personnel, and intense competition for such talent could adversely affect our business.
• We are in our growth stage, which makes it difficult to forecast our future results of operations and our funding requirements.
• The U.S. Government Transaction is currently contemplated pursuant to a non-binding letter of intent and remains subject to the negotiation and execution of the Definitive Award Documents, satisfaction of conditions precedent, and final government approvals, and there can be no assurance that such documentation will be executed or that the collaboration will be consummated on the anticipated terms or at all.
• The U.S. Government Transaction is expected to be funded in phases over time, to be disbursed to us in multiple payments, with $56.0 million to be made available on or about the Award Date and two subsequent payments in connection with the satisfactory completion of certain project milestones, and there can be no assurance that such milestones will be achieved on the expected timeline or at all.
• Complex and evolving state, federal and foreign laws, rules and regulations related to privacy, collection, use and other processing of data, security and localization could adversely affect us.
• We are subject to U.S. and foreign anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business.
• We rely on licensed intellectual property and joint development arrangements with third parties, and the loss or impairment of these rights could materially harm our ability to develop and commercialize our products, services and solutions.
• If we are unable to obtain, maintain and enforce patent protection for our products, services and solutions, or if the scope of the patent protection obtained is not sufficiently broad or robust, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our products, services and solutions may be adversely affected. Moreover, the secrecy of our trade secrets could be compromised, which could cause us to lose the competitive advantage resulting from these trade secrets.
• We may not be successful as an independent, publicly traded company, and we will not enjoy the same benefits that we did as a consolidated subsidiary of Honeywell.
• We cannot predict the impact our dual-class structure may have on the market price of our Class A common stock.
• The market price of our Class A common stock may be volatile or may decline steeply or suddenly regardless of our operating performance, and we may not be able to meet investor or analyst expectations. You may not be able to resell your shares at or above the initial public offering price and may lose all or part of your investment.
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• Our quarterly results of operations and financial condition may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
• Honeywell will continue to have influence over us after this offering, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.
• As a holding company, we will depend on distributions from our operating subsidiary to fund taxes, expenses (including payments under the Tax Receivable Agreement), and any dividends; such distributions may be restricted, and payments due under the Tax Receivable Agreement (including upon a change of control or early termination) may be substantial and could exceed realized tax benefits, constraining liquidity.
• Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Common Unitholders that will not benefit holders of our Class A common stock to the same extent that it will benefit the Continuing Common Unitholders.
• Our management has limited experience operating a public company, and thus our success in such endeavors cannot be guaranteed.
Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth in the section titled “Risk Factors.”
Organizational Structure
In connection with the closing of this offering, we will undertake certain organizational transactions after which we will conduct our business through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies when they decide to undertake an initial public offering. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the Transactions.
In connection with the consummation of this offering, we will complete a series of reorganization transactions, including: (i) the merger of Merger Sub with and into Quantinuum (Cayman) in accordance with part 16 of the Companies Act, with Quantinuum (Cayman) surviving the merger as a direct, wholly owned subsidiary of Quantinuum Holdings, pursuant to which Merger Sub shall cease to exist and shall be struck off the Cayman Islands Register of Companies by the Cayman Registrar, and the holders of equity interests in Quantinuum (Cayman) shall receive Common Units in exchange for such interests; (ii) Quantinuum Inc.’s acquisition of Common Units held by the Blocker Company pursuant to the Blocker Merger; (iii) the amendment and restatement of the Quantinuum Holdings LLCA to, among other things, appoint Quantinuum Inc. as the sole managing member of Quantinuum Holdings; (iv) the amendment and restatement of the Quantinuum Inc. certificate of incorporation to, among other things, authorize two classes of common stock; and (v) Quantinuum Inc.’s issuance to the Continuing Common Unitholders a number of shares of Class B common stock (equal to the number of Common Units held by the Continuing Common Unitholders) in exchange for a nominal cash contribution made by such Continuing Common Unitholders. In addition, we will assume the 2023 Plan and the outstanding awards of restricted Quantinuum Class C shares and restricted share unit (“RSU”) awards covering Quantinuum Class C shares, and we will assume contractual obligations to grant RSU awards. See “Organizational Structure”, “Executive and Director Compensation” and “Certain Relationships and Related Party Transactions” for additional information.
Following the consummation of the Transactions (as more fully described under “Organizational Structure”), we will be a holding company. Our sole material asset will be our equity interests in Quantinuum Holdings, which, through its direct and indirect subsidiaries, conducts all of our operations. Because we will be the sole managing member of Quantinuum Holdings, we will indirectly operate and control all of the business and affairs (and will consolidate the financial results) of Quantinuum Holdings and its subsidiaries.
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The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities within our organizational structure.
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| | Continuing Common Unitholders
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| | Blocker Shareholders | | Former Quantinuum Class C Holders
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| | | Class B common Stock
• no economic interest
• 89.8% voting interest
| | | Class A common Stock
• 8.3% economic interest
• 8.3% voting interest
| | Class A common Stock
• 0.8% economic interest
• 0.8% voting interest
| | | Class A common Stock
• 1.1% economic interest
• 1.1% voting interest
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| | | | Quantinuum Inc.
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Common Units
• 89.8% economic interest
| | | Common Units
Sole Managing member
• 10.2% economic interest
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Prior to the completion of the offering, Quantinuum Inc. and Quantinuum Holdings will enter into a Tax Receivable Agreement with the TRA Parties. This Tax Receivable Agreement will provide for the payment by Quantinuum Inc. to the TRA Parties of 85% of the cash tax savings, if any, that Quantinuum Inc. actually realizes, or in some circumstances is deemed to realize (calculated using certain assumptions), as a result of (i) Basis Adjustments, (ii) Existing Basis and (iii) payments made under the Tax Receivable Agreement. Assuming no material changes in the relevant tax laws and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect the tax savings associated with the purchase of Common Units in connection with this offering, together with future redemptions or exchanges of all remaining Common Units owned by the TRA Parties pursuant to the Quantinuum Holdings LLCA as described above, would aggregate to approximately $3,090.0 million over 25 years from the date of this offering based on the initial public offering price of $47.50 per share of our Class A common stock, and assuming all redemptions or exchanges would occur immediately after the initial public offering for the remaining ownership of Quantinuum Holdings not acquired by Quantinuum Inc. Under that scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay approximately 85% of such amount, or approximately $2,626.5 million over the 25‑year period from the date of this offering, to the TRA Parties. These amounts are estimates and have been prepared for informational purposes only, and the actual amounts we will be required to pay under the Tax Receivable Agreement may be significantly different from the amounts described in the preceding sentence. See “Risk Factors—Risks Relating to Our Organizational Structure and the Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement” for additional information regarding the Tax Receivable Agreement.
Quantinuum Inc. intends to use the net proceeds received from this offering to purchase newly issued Common Units from Quantinuum Holdings. See “Organizational Structure” and “Use of Proceeds.”
Subject to the terms and conditions of the Quantinuum Holdings LLCA and any contractual lock-up period relating to the shares of our Class A common stock that may be applicable to such Continuing Common Unitholder,
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the Continuing Common Unitholders may elect to have Quantinuum Holdings redeem their Common Units for shares of Class A common stock on a one-for-one basis or, to the extent there is cash available from a substantially contemporaneous public offering or private sale of Class A common stock by us, at our election, (determined solely by our independent directors (within the meaning of the rules of Nasdaq) who are disinterested), for a cash payment equal to the net amount of cash received from such sale and, in either case, contributed to Quantinuum Holdings by us, unless we elect, in our sole discretion (determined solely by our independent directors (within the meaning of the rules of Nasdaq) who are disinterested), to effect such transaction as a direct exchange with the relevant Continuing Common Unitholders. Upon any such redemption or exchange of Common Units, the corresponding shares of Class B common stock held by such Continuing Common Unitholders will be surrendered and immediately canceled. See “Certain Relationships and Related Party Transactions—Quantinuum Holdings LLCA— Common Unit redemption right ” for additional information regarding such redemption and exchange rights.
Our Principal Stockholders
The Honeywell Entities are our principal stockholders and, upon completion of this offering, will beneficially own approximately 49.1% of the combined voting power of our Class A common stock and Class B common stock (or approximately 48.5% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by its Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, Honeywell helps organizations solve the world’s toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable. The Honeywell brand dates back to 1906, and the company was incorporated in Delaware in 1985.
Corporate Information
Quantinuum Inc., the issuer of the Class A common stock in this offering, was incorporated as a Delaware corporation on January 20, 2026. Our principal executive offices are located at 303 S Technology Court, Broomfield, CO 80021. Our telephone number is (855) 888-7686. Our corporate website address is www.quantinuum.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.
Implications of Being an Emerging Growth Company
We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the consummation of this offering; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:
• we will present in this prospectus only two years of audited annual financial statements, plus any required unaudited financial statements, and related management’s discussion and analysis of financial condition and results of operations;
• we will avail ourselves of the exemption from the requirement to obtain an attestation and report from our independent registered public accounting firm on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
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• we will provide less-extensive disclosure about our executive compensation arrangements; and
• we will not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act; however, we may adopt certain new or revised accounting standards early. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Smaller Reporting Company
We are also a “smaller reporting company” under the Exchange Act. We may continue to be a smaller reporting company so long as, as of June 30 of the preceding year, (i) the market value of our voting and non-voting equity held by non-affiliates, or our public float, is less than $250 million or (ii) we have annual revenues less than $100 million and either we have no public float or our public float is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
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THE OFFERING
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Class A common stock offered by us | | 21,052,632 shares (plus up to an additional 3,157,894 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
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Class A common stock to be outstanding immediately after this offering | | 25,948,276 shares (or 29,106,170 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
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Class B common stock to be outstanding immediately after this offering | | 227,988,971 shares.
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Common Units to be held by us immediately after this offering | | 25,948,276 Common Units, representing a 10.2% economic interest in Quantinuum Holdings (or 29,106,170 Common Units, representing a 11.3% economic interest in Quantinuum Holdings, if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
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Total Common Units to be outstanding immediately after this offering | | 253,937,247 Common Units (or 257,095,141 Common Units if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
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Use of proceeds
| | We estimate that the net proceeds from the sale of our Class A common stock in this offering, after deducting the estimated underwriting discount and estimated offering expenses payable by us, will be approximately $941.7 million (assuming the underwriters do not exercise their option to purchase additional shares) based on an assumed initial public offering price of $47.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus).
We intend to use the net proceeds from this offering (including any net proceeds from any exercise of the underwriters’ option to purchase additional shares of Class A common stock) to purchase newly issued Common Units from Quantinuum Holdings at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions. Quantinuum Holdings currently intends to use the net proceeds it receives from this offering for general corporate purposes and to pay the expenses associated with this offering. See “Use of Proceeds.”
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Voting rights | | Holders of shares of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and restated certificate of incorporation.
Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters to be presented to our stockholders and on which the holders of the Class A common stock and Class B common stock are entitled to vote.
The Honeywell Entities are our principal stockholders and, upon completion of this offering, will beneficially own approximately 49.1% of the combined voting power of our Class A common stock and Class B common stock (or approximately 48.5% if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Under our amended and restated certificate of incorporation and the Stockholder Agreement, after the completion of this offering, Honeywell will also have certain governance rights that will provide Honeywell influence over certain of our corporate and governance matters.
See “Description of Capital Stock,” “Certain Relationships and Related Party Transactions—Stockholder Agreement” and “Risk Factors—Risks Relating to this Offering and Ownership of Our Class A Common Stock—Honeywell will continue to have influence over us after this offering, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote” for additional information.
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Directed share program
| | At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the shares of Class A common stock offered by this prospectus for sale to some of our current or former directors, officers, employees, business associates and related persons. If these persons purchase reserved shares, it will reduce the number of shares of Class A common stock available for sale to the general public. Any reserved shares of Class A common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. Sales pursuant to the directed share program will be made by Morgan Stanley & Co. LLC (the “DSP Underwriter”). We have agreed to indemnify the DSP Underwriter in connection with the directed share program, including for the failure of any participant to pay for its shares. Other than the underwriting discounts and commissions listed on the cover of this prospectus (which will be paid with respect to shares purchased by persons who are not current or former directors, director nominees, officers, existing shareholders or their employees or affiliates of existing shareholders that are legal entities or their employees, but not with respect to other shares), the underwriters will not be entitled to any commissions with respect to shares of Class A common stock sold pursuant to the directed share program. To the extent such shares are purchased by any of our existing directors or officers who have entered into lock-up agreements with the underwriters, such shares will be subject to the restrictions contained in such agreements. See “Underwriting—Directed Share Program.”
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Redemption rights of holders of Common Units | | Prior to this offering, we will amend and restate the Quantinuum Holdings LLCA so that the Continuing Common Unitholders may (subject to the terms of such limited liability company agreement and any contractual lock-up period relating to the shares of our Class A common stock that may be applicable to such Continuing Common Unitholder), elect to have Quantinuum Holdings redeem their Common Units for shares of Class A common stock on a one-for-one basis or, to the extent there is cash available from a substantially contemporaneous public offering or private sale of Class A common stock by us, at our election (determined solely by our independent directors (within the meaning of the rules of Nasdaq) who are disinterested), a cash payment equal to the net amount of cash received from such sale and, in either case, contributed to Quantinuum Holdings by us, unless we elect, in our sole discretion (determined solely by our independent directors (within the meaning of the rules of Nasdaq) who are disinterested), to effect such transaction as a direct exchange with the relevant Continuing Common Unitholder (the “Redemption Right”). Upon any such redemption or exchange of Common Units, the corresponding shares of Class B common stock will be canceled. See “Certain Relationships and Related Party Transactions—Quantinuum Holdings LLCA—Common Unit redemption right.”
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Dividend Policy
| | We have no current plans to pay dividends on our Class A common stock. See “Dividend Policy.” The declaration, amount and payment of any future dividends will be at the sole discretion of our Board, subject to the terms of our amended and restated certificate of incorporation and the Stockholder Agreement. Our Board may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including Quantinuum Holdings) to us, and such other factors as our Board may deem relevant. Holders of our Class B common stock do not have any right to receive dividends, or to receive a distribution in excess of $0.0001 per share upon a liquidation, dissolution, or winding up of Quantinuum Inc., with respect to their Class B common stock.
Quantinuum Inc. is a holding company and has no material assets other than a controlling equity interest in Quantinuum Holdings. The Quantinuum Holdings LLCA that will be in effect at the time of this offering provides that certain distributions to cover the taxes of the holders of Common Units will be made based upon assumed tax rates and other assumptions provided in such limited liability company agreement. Additionally, in the event Quantinuum Inc. declares any cash dividend, we intend to cause Quantinuum Holdings to make distributions to Quantinuum Inc., in an amount sufficient to cover such cash dividends declared by us. If Quantinuum Holdings makes such distributions to Quantinuum Inc., the other holders of Common Units will also be entitled to receive the respective equivalent pro rata distributions from Quantinuum Holdings in accordance with their respective ownership of vested Common Units.
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Tax Receivable Agreement
| | Upon the completion of this offering, we will be a party to the Tax Receivable Agreement with Quantinuum Holdings and the TRA Parties. Under the Tax Receivable Agreement, we generally will be required to pay to the TRA Parties 85% of the amount of cash tax savings, if any, that we actually realize (or in some circumstances are deemed to realize) as a result of (i) Basis Adjustments, (ii) Existing Basis and (iii) payments made under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these cash tax savings. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
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Risk factors
| | See “ Risk Factors ” beginning on page 37 of this prospectus and other information included in this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our Class A common stock.
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Proposed trading symbol | | “QNT” |
In this prospectus, the number of shares of our common stock to be outstanding after this offering is based on 25,948,276 shares of our Class A common stock and 227,988,971 shares of our Class B common stock outstanding as of March 31, 2026, in each case, after giving effect to the Transactions, which includes 2,895,043 shares of our Class A common stock issued upon the assumption of restricted share awards in connection with the Reorganization Transactions. In this prospectus, the number of Common Units to be outstanding after this offering is based on 253,937,247 Common Units, which includes 1,152,640 Common Units assumed to be held by us that relate to shares of our Class A common stock issued upon the assumption of unrestricted restricted share awards in connection with the Reorganization Transactions, based on the assumption that such unvested restricted share awards will vest in accordance with their terms.
Except as otherwise indicated, the number of shares of our common stock to be outstanding after this offering does not include:
• 227,988,971 shares of Class A common stock reserved for issuance upon redemption or exchange of Common Units that will be held by the Continuing Common Unitholders on a one-for-one basis;
• 756,807 shares of our Class A common stock issuable upon the vesting and settlement of RSU awards we will assume in connection with the Reorganization Transactions (of these, 567,605 RSUs will become vested and settleable in connection with the closing of this offering);
• 40,042,773 shares of Class A common stock reserved for future issuance under our 2026 Incentive Award Plan (the “2026 Plan”), which will become effective upon the effectiveness of the registration statement of which this prospectus forms a part, which number includes 8,936,426 shares of our Class A common stock subject to options and restricted stock unit awards that will be granted to certain of our employees and directors pursuant to our 2026 Plan substantially concurrently with the consummation of this offering; of these, 3,060,177 RSUs will become vested and settleable in connection with the closing of this offering; and
• any shares of Class A common stock issuable pursuant to the U.S. Government Transaction on the Award Date pursuant to the Letter of Intent.
In addition, our 2026 Plan provides for annual automatic increases in the number of shares reserved thereunder.
Except as otherwise indicated, all information in this prospectus:
• assumes an initial public offering price of $47.50 per share (the midpoint of the estimated price range set forth on the cover of this prospectus);
• assumes no exercise of the underwriters’ option to purchase 3,157,894 additional shares of Class A common stock;
• assumes no purchase of our Class A common stock by our current or former directors, officers, employees, business associates and related persons, through the directed share program described under the section titled “Underwriting—Directed Share Program;”
• assumes the completion of the Transactions described under “Organizational Structure,” including (i) the merger of Merger Sub with and into Quantinuum (Cayman), with Quantinuum (Cayman) surviving the merger, pursuant to which all of the outstanding equity interests in Quantinuum (Cayman) shall be canceled in exchange for Common Units, (ii) the Blocker Merger, (iii) the amendment and restatement of the Quantinuum Holdings LLCA to provide certain redemption rights to the Continuing Common Unitholders
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and (iv) our assumption of the 2023 Plan and the outstanding awards of restricted Quantinuum Class C shares and RSU awards covering Quantinuum Class C shares; and
• gives effect to our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective prior to or upon the closing of this offering.
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SUMMARY HISTORICAL AND PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following tables present the summary historical financial and other data for Quantinuum (Cayman), the predecessor of Quantinuum Inc. The summary historical financial data includes statements of operations and summary cash flows data for the years ended December 31, 2025 and 2024 and the three months ended March 31, 2026 and March 31, 2025, and the summary balance sheet data as of March 31, 2026, and is derived from the consolidated financial statements of Quantinuum (Cayman) included elsewhere in this prospectus. The historical financial data is not necessarily indicative of the results to be expected for any future period. The information set forth below should be read together with “Unaudited Pro Forma Condensed Combined Financial Information,” “Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Organizational Structure” and the audited financial statements and the accompanying notes included elsewhere in this prospectus.
The summary unaudited pro forma condensed combined financial data as of March 31, 2026 and for the year ended December 31, 2025 and for the three months ended March 31, 2026, gives pro forma effect to the Transactions set forth in the “Organizational Structure” section of this prospectus, including the consummation of this offering, as if all such transactions had occurred on January 1, 2025, with respect to the statements of operations data, and March 31, 2026, with respect to the balance sheet data. The summary unaudited pro forma condensed combined financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Condensed Combined Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed combined financial information. The presentation of the summary unaudited pro forma condensed combined financial information is prepared in conformity with Article 11 of Regulation S-X.
The summary historical financial and other data of Quantinuum Inc. is not presented because Quantinuum Inc. is a newly incorporated entity with no business transactions or activities, other than its initial capitalization.
The summary historical financial and other data of Quantinuum Holdings is not presented because Quantinuum Holdings is a newly formed entity with no business transactions or activities to date, other than its initial capitalization.
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Quantinuum (Cayman) | | Quantinuum Inc. Pro Forma (1)
|
Historical Consolidated Statements of Operations Data: | Three Months Ended March 31,
| | Year Ended December 31, | | Three Months Ended March 31,
| | Year Ended December 31,
|
| 2026
| | 2025
| | 2025 | | 2024 | | 2026
| | 2025
|
| ($ in thousands, except share and per share amounts)
|
Revenue—net | $ | 5,237 | | | $ | 19,085 | | | $ | 30,931 | | | $ | 22,979 | | | $ | 5,237 | | | $ | 30,931 | |
Cost of revenue | 1,112 | | | 1,465 | | | 4,730 | | | 10,807 | | | 1,676 | | | 10,244 | |
Amortization expense | 4,185 | | | 2,839 | | | 11,357 | | | 11,357 | | | 4,185 | | | 11,357 | |
Research and development expenses—net | 54,659 | | | 35,773 | | | 165,421 | | | 122,242 | | | 70,522 | | | 355,032 | |
Sales and marketing expenses | 13,736 | | | 3,389 | | | 18,863 | | | 10,279 | | | 14,332 | | | 31,306 | |
General and administrative expenses | 8,696 | | | 5,498 | | | 29,855 | | | 21,048 | | | 47,448 | | | 95,574 | |
Total costs and expenses | 82,388 | | | 48,964 | | | 230,226 | | | 175,733 | | | 138,163 | | | 503,513 | |
Loss from operations | (77,151) | | | (29,879) | | | (199,295) | | | (152,754) | | | (132,926) | | | (472,582) | |
Interest income—net | (4,764) | | | (1,344) | | | (12,682) | | | (10,025) | | | (4,764) | | | (12,682) | |
Loss on change in fair value of warrant liabilities | 64,200 | | | 1,400 | | | 2,900 | | | 700 | | | — | | | (4,777) | |
Other (income)/expense—net | (42) | | | 371 | | | 2,973 | | | 409 | | | (42) | | | 2,973 | |
Loss before taxes | (136,545) | | | (30,306) | | | (192,486) | | | (143,838) | | | (128,120) | | | (458,096) | |
Tax expense | 48 | | | 183 | | | 75 | | | 233 | | | 48 | | | 75 | |
Net loss attributable to Quantinuum (Cayman)
| $ | (136,593) | | | $ | (30,489) | | | $ | (192,561) | | | $ | (144,071) | | | $ | (128,168) | | | (458,171) | |
Pro forma net loss attributable to noncontrolling interest
| | (115,071) | | | (411,354) | |
Pro forma net loss attributable to Quantinuum Inc.
| | (13,097) | | | (46,817) | |
Basic and diluted net loss per share
| | $ | (0.47) | | | $ | (1.78) | |
Shares used in loss and diluted per share calculations
| | 27,756,052 | | | 26,293,340 | |
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(1) Pro forma amounts give effect to 1) the Reorganization Transactions and 2) the Offering Transactions. See “Unaudited Pro Forma Condensed Combined Financial Information” for a detailed presentation of the unaudited pro forma information, including a description of the transactions and assumptions underlying the pro forma adjustments.
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| As of March 31, 2026 |
Historical Consolidated Balance Sheet Data: | Quantinuum (Cayman) | | Quantinuum Inc. Pro Forma (1)
|
| ($ in thousands)
|
Balance Sheet Data:
| | | |
Cash and cash equivalents | $ | 677,011 | | | $ | 1,622,551 | |
Total assets | 1,785,518 | | | 2,724,821 | |
Working capital (2)
| 654,585 | | | 1,596,317 | |
Temporary equity
| 1,513,941 | | | — | |
Total liabilities and equity | 1,785,518 | | | $ | 2,724,821 | |
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(1) Pro forma amounts give effect to 1) the Reorganization Transactions and 2) the Offering Transactions. See “Unaudited Pro Forma Condensed Combined Financial Information” for a detailed presentation of the unaudited pro forma information, including a description of the transactions and assumptions underlying the pro forma adjustments.
(2) We define working capital as current assets less current liabilities.
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| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31,
| | Year Ended December 31, |
Summary Cash Flows Data
| 2026
| | 2025
| | 2025 | | 2024 |
| ($ in thousands) |
Net cash used for operating activities | $ | (62,899) | | | $ | (32,733) | | | $ | (160,273) | | | $ | (120,910) | |
Net cash used for investing activities | (22,657) | | | (15,423) | | | (75,077) | | | (13,982) | |
Net cash provided by financing activities | — | | | — | | | 824,834 | | | 140,546 | |
Net increase/(decrease) in cash and cash equivalents | (85,631) | | | (47,401) | | | 590,299 | | | 5,074 | |
Cash and cash equivalents at beginning of period | 762,642 | | | 172,343 | | | 172,343 | | | 167,269 | |
Cash and cash equivalents at end of period | 677,011 | | | 124,942 | | | 762,642 | | | 172,343 | |
Non-GAAP Financial Measure
The following table summarizes our key performance measure for the three months ended March 31, 2026 and March 31, 2025 and for the years ended December 31, 2025 and 2024. For additional information about the definition and calculation of our key performance measure, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure.”
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31,
| | Years Ended December 31, |
($ in thousands) | 2026
| | 2025
| | 2025 | | 2024 |
Adjusted EBITDA (1)
| (68,197) | | | $ | (22,561) | | | (171,195) | | | $ | (120,245) | |
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(1) Adjusted EBITDA is included in this prospectus because it is a non-GAAP financial measure used by management to assess our financial and operating performance. Adjusted EBITDA is a non-GAAP measure of our financial performance and should not be considered as an alternative to, net loss or loss from operations as a measure of financial performance or any other performance measure derived in and reconciliations to our most directly comparable financial measures calculated and presented in accordance with GAAP. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure” for the definition and discussion of Adjusted EBITDA and reconciliation to its most directly comparable GAAP measure. Our non-GAAP financial measure should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP. Our measure of Adjusted EBITDA may be different than a similarly titled measure used by other companies.
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RISK FACTORS
Risks Relating to Our Financial Condition and Status as an Early-Stage Company
We are in our growth stage, which makes it difficult to forecast our future results of operations and our funding requirements.
As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Near term, our ability to generate revenue will depend on our ability to develop and produce quantum computing systems at scale and to provide customers access to them. Longer term, our ability to generate revenue will also be dependent on our ability to develop, produce and commercialize fully scalable, fault-tolerant quantum computing systems. Achieving fault-tolerance at commercially viable scale involves substantial scientific and engineering uncertainty, including achieving sufficiently low error rates across large numbers of qubits, developing effective quantum error correction software codes, managing qubit coherence times and scaling our systems while maintaining or improving gate fidelities. These challenges may prove more difficult to overcome than currently anticipated, may require fundamental technological breakthroughs that may not occur or may not be solvable at commercially viable cost levels. Our roadmaps may be delayed, altered, abandoned or not realized within our projected timelines or budgets, or at all. Even if we achieve certain technical milestones including increased qubit count, improved error rates or overall enhanced system performance, there can be no assurance that such milestones will translate into commercially viable products, sustainable customer demand, revenue or profitability.
Our ability to scale our business is dependent upon a multitude of technical, commercial, organizational and ecosystem factors including our ability to overcome technical challenges, advance and improve our technology faster than our competitors. Additionally, scaling our business is at risk if we fail to build repeatable systems that are reliable, manufacturable, cost-effective, capable of being produced, deployed, made accessible to customers in their home jurisdictions, and supported at increasing scale; if we are unable to secure and retain specialized talent; if we experience constraints in our supply chain or manufacturing processes; if we are unable to raise sufficient capital on acceptable terms over extended development timelines; if market demand for our offerings erodes or develops more slowly than anticipated; if prospective customers have no or insufficient budget allocation for quantum computing spend or cannot afford our products, services and solutions; or if customers are unwilling or unable to integrate our technology into their existing workflows. Our ability to scale may also be adversely affected by increased competition, rapid technological change, regulatory and geopolitical developments, reliance on strategic partners and suppliers, and our ability to effectively continue our transition from a research-driven organization to a commercially focused operating model. Additionally, we must accelerate development cycles to meet revenue projections and our business depends on our ability to successfully upsell customers through our on-board process and move them into production applications.
The development of our scalable business model will require the incurrence of a substantially higher level of costs than incurred to date, while our revenues may not grow until more powerful products are produced, which requires a number of technological advancements which may not occur on the currently anticipated timetable or at all. As a result, our historical results should not be considered indicative of our future performance. Further, in future periods, our growth could slow or decline for any number of reasons, including but not limited to failing to achieve targeted demand for our service offerings, increased competition, changes to technology, inability to scale up our technology, a decrease in the growth of the overall market, absence of or diminished customer demand for or budgets allocated to quantum computing spend, or our failure, for any reason, to continue to take advantage of growth opportunities.
We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties and our future growth are incorrect or change, or if we do not address or mitigate these risks successfully, our operating and financial results and our funding needs could differ materially from our expectations, and our business could suffer. Our success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years and decade. There is no certainty these research and development milestones will be achieved within
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the costs we have forecast or as quickly as hoped, or at all. As such, an investment in our Class A common stock is highly speculative.
We have a history of losses and expect to incur significant expenses and continuing losses for the near future.
We have historically experienced net losses from operations. For the three months ended March 31, 2026 and the year ended December 31, 2025, we incurred a loss from operations of $77.2 million and $199.3 million, respectively. As of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $881.4 million and $744.8 million, respectively. We believe that we will continue to incur losses each year until at least the time we begin significant production and delivery of our quantum computers. Even with significant production, such production may never become profitable.
We expect to continue to incur operating losses for the near future as we, among other things, continue to incur significant expenses in connection with the design, development, manufacture, testing and quality assessment of our quantum computers, and as we expand our research and development activities, invest in manufacturing capabilities, build up inventories of components for our quantum computers, increase our business development, marketing and sales activities, develop our distribution infrastructure, post-sales customer support services, and increase our general and administrative functions to support our growing operations and costs of being a public company. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses. If we are unable to achieve and/or sustain profitability, or if we are unable to achieve the growth that we expect from these investments, it could have an adverse effect on our business, results of operations or financial condition. Our business model is unproven and may never allow us to cover our costs.
We may not be able to scale our business quickly enough to meet customer and market demand, which could result in no or lower revenue or profitability or cause us to fail to execute on our business strategies.
In order to grow our business, we will need to continually evolve and scale our business and operations to meet customer and market demand. Quantum computing technology has never been sold at large-scale commercial levels. Evolving and scaling our business and operations places increased demands on our management as well as our financial and operational resources to:
• attract new customers and grow our customer base;
• maintain and increase the rates at which existing customers use our platform, sell additional products, services and solutions to our existing customers and reduce customer churn;
• expand development, manufacturing and supply-chain capacity;
• invest in our platform and product, services and solutions offerings;
• effectively manage organizational change;
• accelerate and/or refocus research and development activities;
• broaden customer-support and services capabilities;
• maintain or increase operational efficiencies;
• hire and retain qualified talent;
• implement appropriately scaled operational and financial systems; and
• maintain effective financial disclosure controls and procedures.
Quantum computing may never achieve commercially relevant quantum advantage, and the timeline for achieving such advantage is highly uncertain. Moreover, commercial production of quantum computing technology may never occur. As noted above, there are significant technological challenges associated with developing,
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producing, marketing and selling services in the advanced technology industry, including our products, services and solutions, and we may not be able to surmount all of the challenges that may arise in a timely or cost-effective manner, or at all. We may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or economical manner. Additionally, no quantum computing company has successfully achieved broad commercial deployment at scale, so we have limited reference points for forecasting adoption rates, pricing, customer budgets, customer usage patterns or long-term operating performance. As a result, our forecasts for future growth, revenue and expenses are inherently uncertain.
Our ability to scale is dependent upon specialized components and services sourced from multiple industries including: the photonics and optics industry for lasers, optical components, and frequency-stabilization systems; the electronics industry with low-noise control electronics, radio frequency signal generation, central processing units, field-programmable gate arrays; and associated control and readout hardware; the semiconductor and microfabrication industry for ion trap chips, silicon and other substrate materials, cleanroom tooling, and metrology equipment; and suppliers of ultra-high-vacuum systems, precision mechanics, and specialty materials. Shortages or supply interruptions in any of these components will adversely impact our ability to deliver revenues.
If we cannot evolve and scale our business and operations effectively, we may not be able to execute our business strategies in a cost-effective manner and our business, results of operations and financial condition could be adversely affected.
If we are unable to adequately fund our research and development efforts or use research and development teams effectively, we may not be able to achieve our technological goals, build sufficient systems, meet customer and market demand, or compete effectively, and our business, results of operations and financial condition may be harmed.
To remain competitive, we must continue to develop new product offerings and reach technological milestones, as well as add features and enhancements to our existing platform, products, services and solutions. Developing scalable quantum computing hardware is highly capital-intensive and uncertain, and we may underestimate the funding, time or resources (including talent) required to achieve our technological objectives. Maintaining adequate research and development personnel and resources to meet the demands of the market is essential. If we experience high employee or management turnover, face challenges in recruiting or retaining highly specialized talent, or a lack of other research and development resources, we may miss market opportunities. The success of our business is dependent on our research and development teams developing roadmaps that allow us to achieve technical milestones for trapped-ion quantum computing, retaining and increasing the spending of our existing customers and attracting new customers. The quantum computing industry is quickly evolving and we may invest significantly in particular functionality or integrations that may become obsolete in the future, and any future product offerings, features or enhancements that we develop may be unsuccessful. The success of any new product, service and solutions offerings, enhancements or features depends on several factors, including our understanding of market demand, timely execution, successful introduction and market acceptance. We may not successfully develop new features or enhance our existing products, services and solutions to meet customer needs or our new products, services, features or enhancements may not achieve adequate acceptance in the market. Additionally, our improvements and enhancements may not result in our ability to recoup our investments in a timely manner, or at all. Subject to the terms of our amended and restated certificate of incorporation and the Stockholder Agreement, we may make significant investments in new offerings, features or enhancements that may not achieve expected returns. Further, many of our competitors may expend a considerably greater amount of funds on their research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to our competitors’ research and development programs. Our failure to maintain adequate research and development resources, to use our research and development resources efficiently or to compete effectively with the research and development programs of our competitors could materially and adversely affect our business.
Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
Market opportunity estimates and growth forecasts, including those we have generated, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any
39
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particular number or percentage of companies covered by our market opportunity estimates will purchase our products, services and solutions at all or generate any particular level of revenue for us. In addition, alternatives to quantum computing may present themselves, and competing quantum computing architectures, including superconducting, neutral atom, and photonic approaches, may achieve commercial viability or fault-tolerance before our trapped-ion systems, which could substantially undermine or reduce the market for our products, services and solutions. Any expansion in our market depends on a number of factors, including the cost, performance and perceived value associated with quantum computing solutions, and customers with budgets allocated for quantum computing spend.
The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate the total addressable market. To estimate the size of our market opportunities and our growth rates, we have relied on market reports by various research and consulting firms. These estimates of the total addressable market and growth forecasts are subject to significant uncertainty, are based on assumptions and estimates that may not prove to be accurate and are based on data published by third parties that we have not independently verified. Advances in classical computing, including AI and machine learning, could reduce the addressable market for quantum computing or delay widespread adoption of our products, services and solutions. In addition, many existing classical computing architectures, applications, and workflows are deeply integrated, highly optimized, and difficult to re-architect, re-factor, or transition to incorporate quantum computing, which may further slow customer adoption and increase switching costs. Moreover, certain customers may have internal IT governance standards or policies that prohibit or restrict them from purchasing or integrating our products, services and solutions offerings within their IT infrastructure environment absent compliance with such standards and policies. This could adversely affect the timing of any quantum advantage being achieved, if at all.
Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
Our success will depend upon our ability to expand, scale our operations and increase our sales capability. Even if the industry in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all.
Our growth is dependent upon our ability to successfully scale up manufacturing of our products, services and solutions in sufficient quantity and quality, in a timely or cost-effective manner and market those products, services and solutions to customers. We do not have experience with the mass distribution and sale of quantum computing, hardware or services. Our growth and long-term success will depend, in part, upon the development of our sales and delivery capabilities.
Unforeseen issues associated with scaling up and manufacturing quantum computing at commercially viable levels and selling our technology could negatively impact our business, results of operations and financial condition.
Moreover, because of our unique technology, our customers will require particular support and service functions, some of which are not currently available. If we experience delays in addin
### EX-FILING FEES
EX-FILING FEES
0002110105
2026-05-26
2026-05-26
0002110105
1
2026-05-26
2026-05-26
0002110105
2
2026-05-26
2026-05-26
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
S-1
|
Quantinuum Inc.
|
Table 1: Newly Registered and Carry Forward Securities
|
☐Not Applicable
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
Newly Registered Securities
|
Fees to be Paid
|
1
|
Equity
|
Class A Common Stock, $0.0001 par value per share
|
457(a)
|
22,210,526
|
$
50.00
|
$
1,110,526,300.00
|
0.0001381
|
$
153,363.68
|
|
|
|
|
Fees Previously Paid
|
2
|
Equity
|
Class A Common Stock, $0.0001 par value per share
|
457(a)
|
2,000,000
|
$
50.00
|
$
100,000,000.00
|
|
$
13,810.00
|
|
|
|
|
Carry Forward Securities
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
1,210,526,300.00
|
|
$
167,173.68
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
13,810.00
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
153,363.68
|
|
|
|
|
Offering Note
|
1
|
(a) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(b) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase.
|
|
2
|
(a) The Registrant previously paid a registration fee of $13,810.00 in connection with the initial filing of the Registration Statement on Form S-1 on May 8, 2026. The fee was estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act. This Maximum Aggregate Offering Price was originally registered under 457(o) and is now converted to 457(a).
(b) See note 1(b) above.
|
|
Table 2: Fee Offset Claims and Sources
|
☑Not Applicable
|
|
|
Registrant or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
Rules 457(b) and 0-11(a)(2)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Rule 457(p)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 3: Combined Prospectuses
|
☑Not Applicable
|
|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
|
|
|
|
|
|
|
### EX-3.2 - EX-3.2
EX-3.2
4
exhibit32-sx1a.htm
EX-3.2
Document
Exhibit 3.2
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
Q UANTINUUM I NC.
Quantinuum Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on January 20, 2026 (the “ Original Certificate ”).
2. The Corporation is filing this Amended and Restated Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”), which restates, integrates and further amends the Original Certificate, as heretofore amended, and which was duly adopted by all necessary action of the board of directors of the Corporation (the “ Board of Directors ”) and the stockholders of the Corporation in accordance with the provisions of Sections 242, 245 and 228 of the General Corporation Law of the State of Delaware.
3. The text of the Original Certificate is hereby amended, integrated and restated in its entirety by this Certificate of Incorporation to read in full as follows:
ARTICLE I.
The name of the corporation is Quantinuum Inc. (the “ Corporation ”).
ARTICLE II.
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.
ARTICLE III.
The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”), including, without limitation, (i) investing in securities of Quantinuum Holdings LLC, a Delaware limited liability company, or any successor entities thereto (“ Quantinuum Holdings LLC ”) and any of its subsidiaries, (ii) exercising all rights, powers, privileges and other incidents of ownership or possession with respect to the Corporation’s assets, including managing, holding, selling and disposing of such assets and (iii) engaging in any other activities incidental or ancillary thereto.
ARTICLE IV.
Section 4.1 Authorized Stock . The total number of shares of all classes of stock that the Corporation is authorized to issue is four billion twenty million (4,020,000,000), consisting of the following three classes:
(a) Two billion (2,000,000,000) shares of Class A common stock, with a par value of $0.0001 per share (the “ Class A common stock ”);
(b) Two billion (2,000,000,000) shares of Class B common stock, with a par value of $0.0001 per share (the “ Class B common stock ” and together with the Class A common stock, the “ Common Stock ”); and
(c) Twenty million (20,000,000) shares of preferred stock, with a par value of $0.0001 per share (the “ Preferred Stock ”).
Upon the filing and effectiveness of this Certificate of Incorporation with the Secretary of the State of Delaware (the “ Effective Time ”), and without any further action required by the Corporation or its stockholders: (i) each share of common stock, par value $0.00001 per share, of the Corporation issued and outstanding or held in treasury, immediately prior to the Effective Time (the “ Old Common Stock ”), shall be automatically reclassified into one validly issued, fully paid and non-assessable share of Class A common stock without any further action by the Corporation or the holder of any share. Each stock certificate representing shares of Old Common Stock immediately prior to the Effective Time shall represent the same number of shares of Class A common stock until such certificate is surrendered to the Corporation.
Section 4.2 Preferred Stock . The Board of Directors is authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series. The issuance of Preferred Stock as set forth in the preceding sentence shall be accomplished by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “ Preferred Stock Designation ”), to establish from time to time the number of shares to be included in each such series and to fix the powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the shares of such series. Except as may otherwise be provided for in this Certificate of Incorporation (including a Preferred Stock Designation), the number of shares of any series of Preferred Stock may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of such series then outstanding) subsequent to the issue of that series. In case the authorized number of shares of any series shall be so decreased, the shares constituting such decrease shall, unless otherwise provided in the Preferred Stock Designation, resume the status as authorized, but undesignated Preferred Stock. There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may vary in any and all respects as fixed and determined by the resolution or
2
resolutions of the Board of Directors or by a duly authorized committee of the Board of Directors, providing for the issuance of the various series of Preferred Stock.
Section 4.3 Number of Authorized Shares . The number of authorized shares of any of the Class A common stock, Class B common stock, or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) without a separate vote as a class of any holders of shares of Class A common stock, Class B common stock or Preferred Stock, unless a separate class vote of any such holders is required by this Certificate of Incorporation, including pursuant to the terms of any Preferred Stock Designation, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto). Notwithstanding the immediately preceding sentence, the number of authorized shares of any particular class may not be decreased below the number of shares of such class then outstanding, plus:
(a) in the case of Class A common stock, the number of shares of Class A common stock issuable (x) upon the exchange of all outstanding Common Units for Class A common stock as a result of Redemptions or Direct Exchanges (each, as defined in the LLC Agreement (as defined below)) including any Common Units issuable upon the exercise of any options, warrants or similar rights to acquire Common Units pursuant to the applicable provisions of Article 3 and Article 11 of the LLC Agreement and (y) in connection with the exercise of all outstanding options, warrants, exchange rights (other than Redemptions or Direct Exchanges pursuant to clause (x)), conversion rights or similar rights for Class A common stock; and
(b) in the case of Class B common stock, the number of shares of Class B common stock issuable in connection with the exercise of all outstanding options, warrants, exchange rights, conversion rights or similar rights for Class B common stock.
Section 4.4 Class A common stock and Class B common stock . The powers, preferences and rights of the Class A common stock and the Class B common stock, and the qualifications, limitations or restrictions thereof are as follows:
(a) Voting Rights . Except as otherwise required by law,
(i) Each share of Class A common stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per share in person or by proxy on all matters submitted to a vote of the holders of Class A common stock, whether voting separately as a class or otherwise.
(ii) Each share of Class B common stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per share in person or by proxy on all matters submitted to a vote of the holders of Class B common stock, whether voting separately as a class or otherwise.
(iii) Except as otherwise required by applicable law or this Certificate of Incorporation, the holders of shares of Class A common stock and Class B common stock
3
shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote together with the holders of Class A common stock and Class B common stock, as a single class with such holders of Preferred Stock) on all matters submitted to a vote of stockholders of the Corporation.
(b) Dividends . Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A common stock with respect to the payment of dividends, dividends may be declared and paid on the Class A common stock out of the assets or funds of the Corporation that are by law available therefor, at such times and in such amounts as the Board of Directors in its discretion shall determine. Other than in connection with a dividend declared by the Board of Directors in connection with a “poison pill” or similar stockholder rights plan, dividends shall not be declared or paid on the Class B common stock and the holders of shares of Class B common stock shall have no right to receive dividends in respect of such shares of Class B common stock.
(c) Liquidation Rights . In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions for preferential and other amounts, if any, to which the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Class A common stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up shall be entitled, the remaining assets and funds of the Corporation available for distribution shall be divided among and paid ratably to the holders of all outstanding shares of Class A common stock in proportion to the number of shares held by each such stockholder. Notwithstanding the previous sentence, in the event of any such liquidation, dissolution or winding up, each holder of shares of Class B common stock shall be entitled to receive no more than $0.0001 per share of Class B common stock owned of record by such holder on the record date for such distribution. Upon receiving such amount, the holders of shares of Class B common stock, as such, shall not be entitled to participate in the distribution of or receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. A consolidation, reorganization or merger of the Corporation with any other Person or Persons (as defined below), a conversion or transfer of the Corporation, or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution, liquidation or winding up of the Corporation within the meaning of this Section 4.4(c).
(d) Class B common stock .
(i) (x) Shares of Class B common stock may be issued only to, and registered only in the name of, the Continuing Common Unitholders (as defined below) and their respective Permitted Transferees (as defined below) in accordance with Section 4.5 (including all subsequent Permitted Transferees) (the Continuing Common Unitholder together with such Permitted Transferees, collectively, the “ Permitted Class B Owners ”) or in the name of the Corporation and (y) the aggregate number of shares of Class B common stock at any time
4
registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Common Units (as defined below) held of record at such time by such Permitted Class B Owner under the LLC Agreement. As used in this Certificate of Incorporation, (A) “ Continuing Common Unitholder ” means each of the holders of Common Units (other than the Corporation) of Quantinuum Holdings LLC, a Delaware limited liability company immediately following the IPO Date, as set forth on Schedule 1 of the LLC Agreement, (B) “ Common Unit ” has the meaning set forth in the Amended and Restated Limited Liability Company Agreement of Quantinuum Holdings LLC, dated as of the date hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “ LLC Agreement ”), and (C) “ Permitted Transfer ” means a Transfer (as defined below) or assignment of Class B common stock (or any legal or beneficial interest in such shares) by the holder thereof to any transferee or assignee (and a transferee of Class B common stock, as applicable pursuant to a Permitted Transfer, a “ Permitted Transferee ”) only if such holder also simultaneously Transfers an equal number of such holder’s Common Units to such Permitted Transferee, in compliance with the LLC Agreement.
(ii) The Corporation shall, to the fullest extent permitted by law, undertake all necessary and appropriate action within its control to ensure that the number of shares of Class B common stock issued by the Corporation at any time to, or otherwise held of record by, any Permitted Class B Owner shall be equal to the aggregate number of Common Units held of record by such Permitted Class B Owner in accordance with the terms of the LLC Agreement.
(iii) In the event that there is a merger, consolidation, conversion, transfer or Change of Control (as defined below) of the Corporation that was approved by the Board of Directors prior to such merger, consolidation, conversion, transfer or Change of Control, without limiting the rights of the holders of Class B common stock to have their Common Units redeemed or exchanged in accordance with Article XI of the LLC Agreement, the holders of shares of Class B common stock shall not be entitled to receive more than $0.0001 per share of Class B common stock, whether in the form of consideration for such shares or in the form of a distribution of the proceeds of a sale of all or substantially all of the assets of the Corporation with respect to such shares.
Section 4.5 Transfer of Class B common stock .
(a) A holder of Class B common stock may surrender and transfer shares of such Class B common stock to the Corporation for cancellation for no consideration at any time. Following the surrender and transfer, or other acquisition, of any shares of Class B common stock to or by the Corporation, the Corporation will take all actions necessary to cancel and retire such shares and such shares shall not be reissued by the Corporation.
(b) Except as set forth in Section 4.5(a), a holder of Class B common stock may Transfer shares of Class B common stock only to a Permitted Transferee of such holder, and only if such holder also simultaneously Transfers an equal number of such holder’s Common Units to such Permitted Transferee in compliance with the LLC Agreement. The Transfer restrictions described in this Section 4.5(b) are referred to as the “ Restrictions ”.
5
(c) Any purported Transfer of shares of Class B common stock in violation of the Restrictions shall be null and void ab initio . If, notwithstanding the Restrictions, a Person, voluntarily or involuntarily (including by way of a foreclosure), purportedly becomes or attempts to become, the purported owner (the “ Purported Owner ”) of shares of Class B common stock, in violation of the Restrictions, then the Purported Owner shall not obtain any rights in, to or with respect to such shares of (i) Class B common stock, and the purported Transfer of the Class B common stock to the Purported Owner shall not be recognized by the Corporation, the Corporation’s transfer agent (the “ Transfer Agent ”) or the Secretary of the Corporation and (ii) each holder of such Class B common stock shall, to the fullest extent permitted by law, automatically, without any further action on the part of the Corporation, the holder thereof, the Purported Owner or any other party, not be entitled to any voting rights with respect to those shares.
(d) Upon a determination by the Board of Directors that a Person has attempted or may attempt to Transfer or to acquire Class B common stock in violation of the Restrictions, the Corporation may take such action as it deems necessary or advisable to refuse to give effect to such Transfer or acquisition on the books and records of the Corporation, including without limitation to cause the Transfer Agent or the Secretary of the Corporation, as applicable, to not record the Purported Owner as the record owner of the Class B common stock on the books and records of the Corporation and to institute proceedings to enjoin or rescind any such Transfer or acquisition.
(e) The Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise, regulations and procedures not inconsistent with the provisions of this Section 4.5 for determining whether any Transfer or acquisition of shares of Class B common stock would violate the Restrictions, and for the orderly application, administration and implementation of the provisions of this Section 4.5. Any such procedures and regulations shall be kept on file with the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by and, upon written request shall be mailed to, any requesting holders of shares of stock of the Corporation.
Section 4.6 Certificates . All certificates or book entries representing shares of Class B common stock shall bear a legend substantially in the following form (or in such other form as the Board of Directors may determine):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT. THE SECURITIES REPRESENTED BY THIS [CERTIFICATE][BOOK ENTRY] ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE CORPORATION AS IT MAY BE AMENDED AND/OR
6
RESTATED AND THE LIMITED LIABILITY COMPANY AGREEMENT OF QUANTINUUM HOLDINGS LLC AS IT MAY BE AMENDED AND/OR RESTATED (COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).
Section 4.7 Amendment to Preferred Stock terms .
Except as otherwise required by law, neither the holders of Class A common stock nor Class B common stock shall be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.
ARTICLE V.
Section 5.1 Shares Reserved for Issuance .
The Corporation shall at all times reserve and keep available out of its authorized but unissued shares or other securities at least as many shares of Class A common stock or other securities equal to: (i) all of the then-outstanding number of Units (as defined in the LLC Agreement) held by the holders of Common Units (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) subject to Redemption or Direct Exchange (as such terms are defined in the LLC Agreement) pursuant to the applicable provisions of Article XI of the LLC Agreement (including for this purpose any Common Units issuable upon the exercise of any options, warrants, convertible notes, equity rights (including for the avoidance of doubt, profits interests), or similar rights to acquire Common Units) from time to time; and (ii) the number of shares of Class A common stock issuable upon the conversion of the then-outstanding shares of convertible preferred stock of the Corporation, if any.
Section 5.2 Splits . If the Corporation at any time combines or subdivides (by any stock split, stock dividend, recapitalization, reclassification, merger, amendment of this Certificate of Incorporation, or otherwise) the number of shares of Class A common stock or Class B common stock into a greater or lesser number of shares, the shares of Class B common stock or Class A common stock, as applicable, outstanding immediately prior to such subdivision shall be proportionately combined or subdivided such that the ratio of the number of shares of outstanding Class B common stock to shares of outstanding Class A common stock immediately prior to such combination or subdivision shall, in each case, be maintained immediately after such combination or subdivision (a “ Stock Adjustment ”) (other than with respect to any immaterial differences resulting from fractional shares which may be cashed out or otherwise
7
eliminated). Any Stock Adjustment described in this Section 5.2 shall become effective at the close of business on the date such combination or subdivision becomes effective.
ARTICLE VI.
In furtherance and not in limitation of the powers conferred upon it by the DGCL, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws of the Corporation. The stockholders may not adopt, amend, alter or repeal the Bylaws of the Corporation unless such action is approved, in addition to any other vote required by this Certificate of Incorporation or applicable law, (a) as long as the Honeywell Companies and CQH (each as defined below) collectively beneficially own at least forty percent (40%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, or (b) from and after the time that the Honeywell Companies and CQH collectively beneficially own less than forty percent (40%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.
ARTICLE VII.
For the management of the business and for the conduct of the affairs of the Corporation it is further provided that:
Section 7.1 Terms of Office . Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the directors of the Corporation (each such director, in such capacity, a “ Director ” and collectively the “ Directors ”) shall be classified with respect to the time for which they severally hold office into three classes, designated as Class I, Class II and Class III. The initial Class I directors shall serve for a term expiring at the first annual meeting of stockholders following the date the Class A common stock is first publicly traded (the “ IPO Date ”); the initial Class II directors shall serve for a term expiring at the second annual meeting of stockholders following the IPO Date; and the initial Class III directors shall serve for a term expiring at the third annual meeting of stockholders following the IPO Date. At each annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the IPO Date, subject to any special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. No decrease in the number of directors shall shorten the term of any incumbent director. The Board of Directors is authorized to designate members of the Board of Directors already in office as Class I, Class II and Class III.
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Notwithstanding the foregoing, at the seventh annual meeting of stockholders following the IPO Date, the directors whose terms expire at that meeting shall be elected to hold office for a two-year term expiring at the ninth annual meeting of stockholders; at the eighth annual meeting of stockholders following the IPO Date, the directors whose terms expire at such meeting shall be elected to hold office for a one-year term expiring at the ninth annual meeting of stockholders; and at the ninth annual meeting of stockholders, all directors shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders. Commencing with the conclusion of the ninth annual meeting of stockholders (the “ Classified Board Sunset Date ”), the classification of the Board of Directors shall cease, and all directors shall be elected for terms expiring at the next succeeding annual meeting of stockholders.
Section 7.2 Designation Rights . (a) Honeywell shall have the right, but not the obligation, to designate for nomination to the Board (any individual so designated, a “ Honeywell Designee” and anyone who is thereafter elected to serve as a director is referred to as a “ Honeywell Director ”), a number of designees as follows:
(i) For so long as the Honeywell Companies beneficially Own Quantinuum Securities representing, in the aggregate, forty percent (40%) or more of the Honeywell Companies IPO Ownership Interest (as defined below), Honeywell will be entitled to designate for nomination by the Board in any applicable election two individuals for election to the Board;
(ii) For so long as the Honeywell Companies beneficially Own Quantinuum Securities representing, in the aggregate, twenty percent (20%) or more, but less than forty percent (40%), of the Honeywell Companies IPO Ownership Interest, Honeywell will be entitled to designate for nomination by the Board in any applicable election one individual for election to the Board; and
(iii) If the Honeywell Companies no longer beneficially Own Quantinuum Securities representing, in the aggregate, twenty percent (20%) or more of the Honeywell Companies IPO Ownership Interest, Honeywell will not be entitled to designate any individuals for nomination by the Board pursuant to the provisions hereof.
For purposes of this Certificate of Incorporation, (i) “ Quantinuum Securities ” means any capital stock (or other equity interests) of the Corporation and any rights, warrants or options to acquire capital stock (or other equity interests) of the Corporation (including securities convertible into or exchangeable for capital stock of the Corporation or into which such capital stock (or other equity interests) of the Corporation is converted or exchanged (including, for the avoidance of doubt, capital stock (or other equity interests) of the Corporation issued in exchange for interests in Quantinuum Holdings LLC) and (ii) “ Honeywell Companies IPO Ownership Interest ” means all shares of Quantinuum Securities held by Honeywell Companies at the time of the closing of an underwritten initial public offering of shares of its Class A common stock, comprised of [●] shares of Class A Common Stock and [●] shares of Class B Common Stock, provided that, at any time of determination, such Honeywell Companies IPO Ownership Interest will be equitably adjusted to reflect the effect of any stock splits, stock dividends, reverse stock splits, recapitalizations, reorganizations, or other similar events affecting the outstanding capital stock of the Corporation.
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(b) Honeywell may designate each Honeywell Designee for nomination by the Board pursuant to Section 7.2(a) by delivering to the Corporation a written notice at least 60 days prior to the one year anniversary of the preceding annual meeting (or such shorter period as is agreed in writing by the Corporation) setting forth the individual to be nominated and such individual’s business address, telephone number and e-mail address; provided, that if Honeywell fails to deliver such written notice, Honeywell will be deemed to have designated the Honeywell Designee(s) whose term is expiring. For the avoidance of doubt, with respect to any person designated by Honeywell pursuant to this Section 7.2, Honeywell must only be required to comply with the provisions of this Section 7.2 and Honeywell will not be required to comply with the advance notice provision of the Bylaws.
Section 7.3 Number of Directors . Except as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the total number of directors constituting the Whole Board of Directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors, provided , that for so long as the Stockholder Agreement is in effect, the number of directors shall never be less than the aggregate number of directors that the parties to the Stockholder Agreement are entitled to designate from time to time pursuant to Section 1 thereof.
Section 7.4 Removal .
(a) Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, until the Classified Board Sunset Date, the Board of Directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote at an election of directors; provided, however, that for so long as the Stockholder Agreement is in effect and Honeywell is entitled to designate at least one individual for nomination to the Board of Directors, any Honeywell Director may be removed with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of stock of the Corporation entitled to vote at an election of directors, voting together as a single class, provided that such affirmative vote shall include the approval of Honeywell. Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, from and after the Classified Board Sunset Date, the Board of Directors or any individual director may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of stock of the Corporation entitled to vote at an election of directors; provided, however, that for so long as Honeywell is entitled to designate at least one Honeywell Designee pursuant to the Stockholder Agreement, any removal of a Honeywell Director by such affirmative vote shall include the approval of Honeywell;
(b) For so long as Honeywell is entitled to designate at least one Honeywell Designee pursuant to the Stockholder Agreement, Honeywell shall have the right to request the
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removal of any Honeywell Director, with or without cause and at any time, by sending a written notice to such Honeywell Director and the Corporation’s Secretary stating the name of the Honeywell Director or Honeywell Directors whose removal from the Board is requested. The Corporation must thereafter take all action, including calling a special meeting of stockholders, required to facilitate the removal of such Honeywell Director from the Board of Directors.
Section 7.5 Newly Created Directorships and Vacancies .
Subject to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise provided by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be filled by the stockholders; provided, however, that, notwithstanding the foregoing, at any time when Honeywell is entitled to designate a Honeywell Designee pursuant to the Stockholder Agreement, in the event that any vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Honeywell Director, any such vacancy shall be filled by Honeywell or by the Board of Directors with a replacement director designated by Honeywell. Until the Classified Board Sunset Date, any director appointed in accordance with the preceding sentence shall hold office until the expiration of the term of the class to which such director shall have been appointed or until his or her earlier death, resignation, retirement, disqualification or removal. From and after the Classified Board Sunset Date, any director appointed in accordance with the preceding sentence shall hold office until the next annual meeting of stockholders or until his or her earlier death, resignation, retirement, disqualification or removal.
Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms of this Certificate of Incorporation (including any Preferred Stock Designation). Notwithstanding anything to the contrary in this Article VII, the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number fixed pursuant to Section 7.3 of this Article VII, and the total number of directors constituting the Whole Board of Directors shall be automatically adjusted accordingly. Except as otherwise provided in the Preferred Stock Designation(s) in respect of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such Preferred Stock Designation(s), the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and
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the total authorized number of directors of the Corporation shall automatically be reduced accordingly.
Section 7.6 Notice . Advance notice of stockholder nominations for election of Directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.
Section 7.7 Ballot . The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
Section 7.8 Transaction Committee .
(a) Notwithstanding anything to the contrary herein, a standing committee of the Board of Directors designated as the “ Transaction Committee ” is hereby established and such committee shall continue to exist and have the power and authority as stated herein for so long as the Stockholder Agreement is in effect and Honeywell is entitled to designate at least one Honeywell Designee pursuant to the Stockholder Agreement. At such time as the Stockholder Agreement is no longer in effect or Honeywell is no longer entitled to designate at least one Honeywell Designee pursuant to the Stockholder Agreement, the Transaction Committee shall be abolished and the provisions of this Section 7.8 shall no longer be applicable.
(b) The Transaction Committee shall consist of four directors. For so long as Honeywell has the right to designate two Honeywell Designees pursuant to the Stockholder Agreement, the two Honeywell Directors shall serve on the Transaction Committee. If at any time Honeywell has the right to designate only one Honeywell Designee pursuant to the Stockholder Agreement, then the one Honeywell Director shall serve on the Transaction Committee. The remaining members of the Transaction Committee must be appointed by the Board of Directors in accordance with applicable law and this Certificate of Incorporation and the Bylaws.
(c) The Board of Directors may not approve, authorize, facilitate or otherwise take any action with respect to any Covered Transaction (as defined below) unless and until the Transaction Committee has first reviewed such Covered Transaction and made an affirmative recommendation to the Board of Directors to approve, authorize or otherwise take any action with respect to such Covered Transaction, and the Board shall only take such action with respect to such Covered Transaction in accordance with the recommendation of the Transaction Committee.
(d) Each member of the Transaction Committee shall be entitled to one (1) vote on each matter submitted to a vote of the Transaction Committee. Except as otherwise required by applicable law, all actions of the Transaction Committee shall be determined by the affirmative vote of a majority of the members of the Transaction Committee present at a meeting at which a quorum is present. A quorum of the Transaction Committee shall not be deemed present at any meeting of the Transaction Committee unless all Honeywell Directors are present at such meeting; provided, however, that if any Honeywell Director determines to recuse himself or herself from consideration of a Covered Transaction due to a conflict of interest or in the event
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of any vacancy on the Transaction Committee due to Honeywell’s failure to nominate one or more Honeywell Designees, any such Honeywell Director shall not be counted for quorum purposes and such director’s presence shall not be required to establish a quorum; provided, further, that in the event that all Honeywell Directors determined to recuse themselves or in the event that no Honeywell Directors are then serving on the Transaction Committee due to Honeywell’s failure to nominate one or more Honeywell Designees, a quorum will be deemed present with the attendance of the members of the Transaction Committee that are not Honeywell Directors. No business shall be transacted by the Transaction Committee at any meeting at which a quorum is not present. All actions of the Transaction Committee require the affirmative vote of at least one Honeywell Director present at a meeting at which a quorum is present, other than a circumstance in which all Honeywell Directors determined to recuse themselves from consideration of the Covered Transaction or no Honeywell Directors are then serving on the Transaction Committee due to Honeywell’s failure to nominate one or more Honeywell Designees. The Transaction Committee may also act by unanimous written consent of all members of the Transaction Committee.
(e) Immediately following the completion of the IPO and all related restructuring transactions as contemplated in the final prospectus related to the IPO, the Transaction Committee is delegated the power and has the authority and responsibility to review, evaluate, and make recommendations to the Board with respect to the following matters with respect to the Corporation and any of its Subsidiaries (collectively, the “ Covered Transactions ”):
i. voluntarily commence, authorize, or consent to any proceeding under any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law (including, without limitation, any filing under the U.S. Bankruptcy Code or any analogous state or foreign law);
ii. voluntarily apply for, initiate, or otherwise effect the delisting or withdrawal of the Corporation’s equity securities from trading on any national securities exchange or automated quotation system on which such securities are then listed or quoted (including, without limitation, the New York Stock Exchange, Nasdaq Stock Market, or any successor thereto);
iii. voluntarily terminate, suspend, or otherwise effect the deregistration of any class of its securities under the U.S. Securities and Exchange Commission pursuant to the Exchange Act, or any rules or regulations promulgated thereunder;
iv. consummate or agree to consummate any Acquisition, Acqui-Hire, Divestiture, or IP Transaction (each as defined below), if the aggregate Transaction Value (as defined below) for any such transaction, or series of related transactions, is reasonably expected to exceed $10 million or requires the issuance or commitment to issue any equity securities or equity-linked securities of the Corporation or any of its Subsidiaries. For purposes of this subsection, “ Acquisition ” means any merger, consolidation, amalgamation, business combination, or other similar
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transaction, any joint venture or equity-based partnership, or any purchase or other acquisition of assets (tangible or intangible), equity interests, or a division or line of business; “ Acqui-Hire ” means any transaction or arrangement, whether or not structured as an acquisition, the primary purpose or reasonably foreseeable effect of which is to (1) hire, retain, or otherwise secure the services of employees, founders, or other personnel of another entity or business, or (2) acquire, license, or otherwise obtain rights in or access to technology, intellectual property, or proprietary know-how of another entity or business, including where a material portion of the consideration is attributable to employment, retention, or compensation arrangements entered into in connection with such transaction; “ Divestiture ” means a direct or indirect sale, assignment, transfer, conveyance, lease, license (on an exclusive or substantially exclusive basis), exchange, distribution or other disposition of (including by way of merger, consolidation, spin-off, split-off, recapitalization, or similar transaction) assets, properties, business, or equity interests; notwithstanding the foregoing, the Corporation may, without the approval of the Transaction Committee, make the following divestitures: dispositions of inventory or non-exclusive licenses, sublicenses or other grants of intellectual property, in each case in the ordinary course of business consistent with past practice on arms’ length terms; “ IP Transaction ” means any sale, assignment, exclusive license, or other transfer or disposition of material intellectual property rights and “ Transaction Value ” means, without duplication, the sum of (1) all cash consideration, (2) the fair market value of any non-cash consideration (including equity securities), (3) the principal amount of any indebtedness incurred, assumed, or refinanced in connection with such transaction, (4) all contingent consideration, earn-outs, deferred payments, or milestone-based payments (valued in good faith by the Corporation), (5) the value of any employment, retention, or similar compensation arrangements entered into in connection with an Acqui-Hire (to the extent not otherwise included), and (6) any other amounts paid or payable or liabilities assumed or assumable, directly or indirectly, in connection with such transaction;
v. directly or indirectly, incur, create, assume, guarantee, or otherwise become liable with respect to any Indebtedness (as defined below) if, after giving pro forma effect thereto, the aggregate outstanding principal amount of all Indebtedness of the Corporation and its Subsidiaries would exceed $2,000,000 for an individual instrument of Indebtedness or $5,000,000 for all Indebtedness in the aggregate; provided , however that further Transaction Committee approval shall not be required for (A) the incurrence or draw down of Indebtedness that has already been approved by the Transaction Committee , so long as there is no increase in the amount of such previously-approved Indebtedness or material change to the terms of such previously-approved Indebtedness, or (B) intercompany
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loans, advances, guarantees, and other obligations solely among the Corporation and one or more of its wholly owned Subsidiaries (or solely among two or more wholly owned Subsidiaries of the Corporation), in each case incurred in the ordinary course of treasury, cash management, or internal financing activities. For purposes of this subsection, “ Indebtedness ” means, without duplication, (1) all obligations for borrowed money; (2) all obligations evidenced by bonds, notes, debentures, or similar instruments; (3) all obligations in respect of letters of credit, bankers’ acceptances, or similar facilities (to the extent drawn or, if undrawn, to the extent of any reimbursement obligations); (4) all obligations under capitalized leases (or finance leases); (5) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business); (6) all obligations under interest rate, currency, or other hedging agreements or arrangements; (7) all guarantees of any of the foregoing; and (8) all Indebtedness of others guaranteed or secured by a lien on any asset of the Corporation or its Subsidiaries, whether or not such Indebtedness is assumed. All Indebtedness incurred as part of a single plan or related series of transactions must be aggregated for purposes of determining compliance with this provision;
vi. directly or indirectly, make or commit to make any Capital Expenditures (as defined below) during any fiscal year in an aggregate amount exceeding 100% of the Capital Expenditures set forth in the Corporation’s Board of Directors-approved annual operating budget for such fiscal year (the “ Budgeted CapEx ”). For purposes of this subsection, “ Capital Expenditures ” means, without duplication, any expenditures or commitments that, in accordance with U.S. GAAP, are or would be required to be capitalized (or that would be required to be capitalized but for any accounting elections, materiality thresholds or expensing policies of the Corporation) on the consolidated balance sheet of the Corporation and its Subsidiaries, including, without limitation, expenditures for property, plant, and equipment, capitalized software development costs, and capitalized improvements, replacements, or additions; “ Budgeted CapEx ” means the aggregate amount of Capital Expenditures for the applicable fiscal year as set forth in a detailed annual budget approved by the Corporation’s Board of Directors prior to the commencement of such fiscal year (or, for any fiscal year in which such budget is not so approved, the most recently approved annual budget, adjusted pro rata for such fiscal year). Capital Expenditures must be measured on an accrual basis and must include all amounts incurred or committed in respect of such expenditures, whether paid in cash or financed, including through capital leases or other financing arrangements;
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vii.
A. adopt, approve, modify, amend, restate, supplement or waive any Protected Provision, in whole or in part, of its Certificate of Incorporation or Bylaws, (including by merger, consolidation, conversion, transfer or otherwise) or
B. adopt, approve, modify, amend, restate, supplement, waive or effect any amendment to its Certificate of Incorporation or Bylaws that would disproportionately and adversely affect Honeywell or any Honeywell Company (including by merger, consolidation, conversion, transfer or otherwise).
For purposes of this subsection, “ disproportionately and adversely affect ” includes, without limitation, any amendment to the Certificate of Incorporation or Bylaws that (1) imposes burdens, obligations, or restrictions on any Honeywell Company that are materially more onerous than those imposed on other holders of Common Stock generally, or (2) adversely affects the rights, preferences, privileges, or voting power of Quantinuum Securities held by any Honeywell Company in a manner that is materially more adverse, in relative terms, than the effect on other holders of Quantinuum Securities similarly situated. For the avoidance of doubt and without limiting the foregoing, an amendment to the Certificate of Incorporation or Bylaws would be deemed to disproportionately adversely affect Honeywell in the event that it: (1) modifies or eliminates any special governance, consent, nomination, or information rights held by any Honeywell Company; (2) alters or imposes transfer restrictions or ownership limitations in a manner that adversely impacts any Honeywell Company; or (3) reclassifies or restructures equity or voting rights in a manner that has the effect of diluting or subordinating any Honeywell Company relative to any other holder of Common Stock, and “ Protected Provisions ” means, collectively, (1) any and all provisions that relate to, establish, or govern corporate opportunities, including any provisions that renounce or regulate the doctrine of corporate opportunity or the allocation of business opportunities as between the Corporation and its directors, officers, stockholders, or their respective Affiliates, and (2) any and all provisions that relate to, establish, or govern the indemnification, advancement of expenses, exculpation, or limitation of liability of the directors and officers of the Corporation and its Subsidiaries;
viii. issue or create (by reclassification or otherwise) any new class or series of shares having rights, preferences or privileges senior to Class A common stock, or pay or declare any dividend or other distribution on any shares of Class A common stock, Class B common stock or any junior or pari passu capital stock of the Corporation, or make repurchases or redemptions of any shares of Class A common stock or Class B common stock or any junior or pari passu capital stock of the Corporation;
ix. issue, sell, or otherwise dispose of any Quantinuum Securities at a price per share that is less than the Fair Market Value of such Quantinuum Securities as of the date of such issuance, sale, or disposition; provided, however, that the foregoing restriction shall not apply to the issuance of
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Quantinuum Securities pursuant to a compensatory equity plan, agreement, or arrangement for the benefit of officers, directors, employees, or consultants of the Corporation or any of its subsidiaries. For purposes of this subsection, “ Fair Market Value ” means, as of any date of determination, the fair market value of the applicable Quantinuum Securities as determined in good faith by the Board of Directors, taking into account all relevant factors, including without limitation (i) the most recent independent third-party valuation of the Corporation, if any, (ii) the Corporation's financial condition, results of operations, and prospects, (iii) the market price of comparable publicly traded securities, if applicable, and (iv) any applicable discounts or premiums for illiquidity, minority interest, or control. In the event of a dispute regarding Fair Market Value, such value shall be determined by an independent, nationally recognized valuation firm selected by the Board of Directors, the determination of which shall be final and binding;
x. enter into any material new line of business or make any material modification to the scope of the Corporation’s business, in each case, other than natural extensions or evolutions in the ordinary course of the business of the Corporation and its Subsidiaries;
xi. make, revoke, or change any election or take any other action with respect to the entity classification of the Corporation or any such Subsidiary for U.S. federal, state, local, or non-U.S. tax purposes (each, a “ Tax Classification Change ”); provided that the Corporation may cause, or may cause its Subsidiaries, to make a Tax Classification Change with respect to a Subsidiary other than Quantinuum Holdings LLC if such Tax Classification Change would not reasonably be expected to Adversely Affect any Honeywell Company. For purposes of this subsection, “ Adversely Affect ” includes, without limitation, any Tax Classification Change that would reasonably be expected to result in (1) a material increase in the tax liability of any Honeywell Company, (2) an acceleration of material taxable income, gain, or other material tax items to any Honeywell Company, (3) a deferral, disallowance, or limitation of material deductions, losses, or credits otherwise available to any Honeywell Company, (4) a material increase in the complexity or costs of any Honeywell Company’s tax compliance obligations (including subjecting any Honeywell Company to taxation in any jurisdiction where it does not otherwise file a tax return), (5) a loss or reduction of any material tax credit, tax exemption, tax holiday, tax incentive, tax treaty benefit or other similar tax benefit; or (6) any other material adverse change in the timing, character, or amount of material tax items allocable to or recognized by any Honeywell Company. This restriction will apply to any Tax Classification Change effected by election, deemed election, conversion, reorganization, or otherwise, including pursuant to any
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“check-the-box” regulations or analogous provisions under applicable law. Notwithstanding the foregoing, the Corporation and its Subsidiaries may effect a Tax Classification Change if the Corporation has been advised by nationally recognized tax counsel in writing that such Tax Classification Change is required by applicable law; and
xii. (1) permit or effect the resignation of the Corporation as the sole manager of Quantinuum Holdings LLC; (2) remove, replace, or otherwise terminate the Corporation as sole manager of Quantinuum Holdings LLC; or (3) appoint, admit, designate, or otherwise authorize any other Person to act as a manager (or in any similar capacity) of Quantinuum Holdings LLC, whether individually or jointly with the Corporation. The Corporation shall not, and shall cause Quantinuum Holdings LLC not to, amend, modify, or waive any provision of the organizational or governing documents of Quantinuum Holdings LLC in a manner that would permit or facilitate any of the actions prohibited by this subsection.
Section 7.9 Committees . Without limiting Section 7.8, for so long as Honeywell is entitled to designate at least one Honeywell Designee pursuant to the Stockholder Agreement, each committee of the Board must include at least one Honeywell Director identified by Honeywell to serve on such committee (subject to that Honeywell Director’s satisfaction of any applicable requirements under applicable securities laws or stock exchange rules after taking into account any available phase-in periods); provided, however, that a committee will not be required to include a Honeywell Director if Honeywell consents to the composition of such committee without a Honeywell Director.
ARTICLE VIII.
Section 8.1 Consent of Stockholders In Lieu of Meeting . Subject to the rights of the holders of shares of any series of Preferred Stock then outstanding, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and not by written consent.
Section 8.2 Special Meetings of Stockholders . Subject to the special rights of the holders of one or more series of Preferred Stock and to the requirements of applicable law, special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, at any time only by or at the direction of (i) the Chairperson of the Board of Directors (if any), (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board of Directors, or (iv) by the Secretary (or other officer or the Board of Directors) at the request of any stockholder of the Corporation, who beneficially owned Common Stock immediately prior to the IPO Date and as of the date of such request beneficially owns in the aggregate at least 25% of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.
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ARTICLE IX.
The Corporation reserves the right to amend, alter, change, adopt or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however , that from and after the time that the Honeywell Companies and CQH collectively beneficially own less than forty percent (40%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, in addition to any other vote required by law or this Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend or repeal, or adopt any provision of this Certificate of Incorporation inconsistent with Sections 4.2, 4.3, 4.4 and 4.5 of Article IV or with Articles V, VI, VII, VIII, IX, X and XII; provided further , that any amendment (including by merger, consolidation, conversion, transfer or otherwise) to this Certificate of Incorporation (whether prior to or following the time that the Honeywell Companies and CQH collectively beneficially own less than forty percent (40%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors), that gives holders of the Class B common stock (i) any rights to receive dividends (other than as set forth in the last sentence of Section 4.4(b) or Section 4.4(d)(ii) of Article IV) or any other kind of distribution, (ii) any right to convert into or be exchanged for shares of Class A common stock or (iii) any other economic rights (except for payments in cash in lieu of receipt of fractional stock, and except as set forth in the last sentence of Section 4.4(b) and Section 4.4(d)(ii) and Section 4.4(d)(iii) of Article IV) shall, in addition to the vote of the holders of shares of any class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation, also require the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Class A common stock voting separately as a class.
ARTICLE X.
To the fullest extent permitted by the laws of the State of Delaware as it exists on the date hereof or as it may hereafter be amended, no Director or officer shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of his or her fiduciary duties as a Director or officer, as applicable. No amendment to, or modification or repeal of, this Article X, or adoption of any provision of this Certificate of Incorporation, or, to the fullest extent permitted by the DGCL, any modification of law, shall eliminate, reduce or otherwise adversely affect any right or protection of a Director, officer, employee or agent of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, adoption, modification or repeal.
ARTICLE XI.
Section 11.1 Corporate Opportunity .
(a) In recognition and anticipation that (1) certain directors, principals, officers, employees and/or other representatives of Honeywell may serve as directors, officers or
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agents of the Corporation, (2) Honeywell and its Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation or its Subsidiaries, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation or its Subsidiaries, directly or indirectly, may engage, and (3) members of the Board of Directors who are not employees of the Corporation, including the Honeywell Directors, (the “ Non-Employee Directors ”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation or its Subsidiaries, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation or its Subsidiaries, directly or indirectly, may engage, the provisions of this Article XI are set forth to address certain classes or categories of business opportunities as they may involve Honeywell, the Non-Employee Directors, including the Honeywell Directors, or any of their respective Affiliates (collectively, the “ Exempt Persons ” and, individually, an “ Exempt Person ”).
(b) To the fullest extent permitted by the laws of the State of Delaware and in accordance with Section 122(17) of the DGCL (or any successor provision thereto), (i) the Corporation hereby renounces all interest and expectancy that it otherwise would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to any Exempt Person; (ii) no Exempt Person will have any duty to refrain from (1) engaging in a corporate opportunity in the same or similar lines of business in which the Corporation or its Subsidiaries from time to time is engaged or proposes to engage or (2) otherwise competing, directly or indirectly, with the Corporation or any of its Subsidiaries; and (iii) if any Exempt Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity both for such Exempt Person or any of his or her respective Affiliates, on the one hand, and for the Corporation or its Subsidiaries, on the other hand, such Exempt Person shall have no duty to communicate or offer such transaction or business opportunity to the Corporation or its Subsidiaries and such Exempt Person or any of his or her respective Affiliates may take any and all such transactions or opportunities for itself or offer such transactions or opportunities to any other Person. Notwithstanding the foregoing, the preceding sentence of this Section 11.1(b) shall not apply to any potential transaction or business opportunity that is expressly offered to a Director, executive officer or employee of the Corporation or its Subsidiaries, solely in his or her capacity as a Director, executive officer or employee of the Corporation or its Subsidiaries.
(c) To the fullest extent permitted by the laws of the State of Delaware, no potential transaction or business opportunity may be deemed to be a corporate opportunity of the Corporation or its Subsidiaries unless (i) the Corporation or its Subsidiaries would be permitted to undertake such transaction or opportunity in accordance with this Certificate of Incorporation, (ii) the Corporation or its Subsidiaries at such time have sufficient financial resources to undertake such transaction or opportunity, (iii) the Corporation or its Subsidiaries have an interest or expectancy in such transaction or opportunity and (iv) such transaction or opportunity would be in the same or similar line of business in which the Corporation or its Subsidiaries are then engaged or a line of business that is reasonably related to, or a reasonable extension of, such line of business.
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(d) Neither the alteration, amendment, addition to or repeal of this Article XI, nor the adoption of any provision of this Certificate of Incorporation (including any Preferred Stock Designation) inconsistent with this Article XI, shall eliminate or reduce the effect of this Article XI in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article XI, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption.
Section 11.2 Liability . To the fullest extent permitted by law, no stockholder and no Director will be liable to the Corporation or its Subsidiaries or stockholders for breach of any duty solely by reason of any activities or omissions of the types referred to in this Article XI, except to the extent such actions or omissions are in breach of this Article XI.
ARTICLE XII.
Section 12.1 Definitions . As used in this Certificate of Incorporation, the following terms shall have the following meaning:
(a) “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person, whether such relationship exists as of the date of this Certificate of Incorporation or arises at any time thereafter, and, for purposes of the definition of Affiliate “control,” (including the terms “controlling,” “controlled by” and “under common control with,”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting stock, by contract, or otherwise. A Person who is the owner, of twenty percent (20%) or more of the outstanding voting stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such Person holds voting stock, in good faith and not for the purpose of circumventing this Article XII, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity. Notwithstanding the foregoing, none of the Honeywell Companies or any of CQH shall be deemed to be an Affiliate of the Corporation or any subsidiary or controlled Affiliate of the Corporation (or vice versa).
(b) “ Associate ”, when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a Director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of shares of voting stock; (ii) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person.
(c) “ Change of Control ” means the occurrence of any of the following events: (1) any “Person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of
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any such plan) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A common stock, Class B common stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote; (2) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a transaction or series of related transactions for the sale, lease, exchange or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of Quantinuum Holdings LLC); (3) there is consummated a merger or consolidation of the Corporation with any other corporation or entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue to represent, or are not converted into, voting securities representing more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or (4) the Corporation ceases to be the sole managing member of Quantinuum Holdings LLC; provided , however , that a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which (a) the beneficial owners of the Class A common stock, Class B common stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions or (b) in the case of the foregoing clauses (1) or (3), the Continuing Common Unitholders are the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A common stock, Class B common stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote (or, in the case of a transaction described in the foregoing clause (3), more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Person resulting from such merger of consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof).
(d) “ CQH ” means Cambridge Quantum Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and any of its Affiliates.
(e) “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and any applicable rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.
(f) “ HHII ” refers to Honeywell Holdings International Inc., a Delaware corporation.
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(g) “ Honeywell ” refers to Honeywell International Inc., a Delaware corporation.
(h) “ Honeywell Companies ” refers to Honeywell International Inc. and Honeywell Holdings International Inc. and any of their respective Affiliates.
(i) “ Honeywell Company ” refers to any of Honeywell International Inc., Honeywell Holdings International Inc. or any of their respective Affiliates.
(j) “ owner ,” including the terms “own” and “owned,” when used with respect to any stock, means, for purposes of this Article XII, a Person that individually or with or through any of its Affiliates or Associates:
(i) beneficially owns such stock, directly or indirectly;
(ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the owner of any stock because of such Person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more Persons; or
(iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in clause (B) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such stock.
(k) “ Person ” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity or organization, including a government or any subdivision or agency thereof.
(l) “ Securities Act ” means the U.S. Securities Act of 1933, as amended, and applicable rules and regulations promulgated thereunder, and any successor to such statute, rules or regulations.
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(m) “ stock ” means, for purposes of this Article XII, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.
(n) “ Subsidiary ” means, with respect to the Corporation, any corporation, limited liability company, joint venture, partnership, trust, association or other entity in which the Corporation: (i) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (a) the total combined voting stock of such entity, (b) the total combined equity interests, or (c) the capital or profits interest, in the case of a partnership; or (ii) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body; provided that, for the avoidance of doubt, each of Quantinuum Holdings LLC and its Subsidiaries shall be treated as a Subsidiary of the Corporation.
(o) “ Transfer ” (and, with a correlative meaning, “ Transferring ”) means any sale, transfer, assignment, redemption or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a) any interest (legal or beneficial) in any shares of capital of stock of the Corporation or (b) any equity or other interest (legal or beneficial) in any stockholder if substantially all of the assets of such stockholder consist solely of shares of capital stock of the Corporation; provided, however, that the following shall not be considered a Transfer:
(i) the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board of Directors in connection with (i) actions to be taken at an annual or special meeting of stockholders, or (ii) any other action of the stockholders permitted by this Certificate of Incorporation;
(ii) the pledge of shares of Class B common stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise voting control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer at such time; or
(iii) entering into a support, voting, tender or similar agreement or arrangement (with or without granting a proxy) or tendering any shares in any tender or exchange offer for all of the outstanding shares of Class A common stock and Class B common stock, in each case, in connection with a Change of Control transaction, sale of all or substantially all assets, or any merger, consolidation or other business combination involving the Corporation, whether effectuated through one transaction or series of related transactions, that, in each case, has been approved by the Board of Directors.
(p) “ voting stock ” means stock of any class or series entitled to vote generally in the election of Directors and, with respect to any entity that is not a corporation, any equity
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interest entitled to vote generally in the election of the governing body of such entity. Every reference in this Article XII to a percentage or proportion of voting stock shall refer to such percentage or other proportion of the votes of such voting stock.
(q) “ Stockholder Agreement ” means the Stockholder Agreement, dated as of [ l ], 2026, among the Corporation and the parties thereto, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.
(r) “ Whole Board of Directors ” means the total number of authorized directors (from time to time) whether or not there exist any vacancies in previously authorized directorships.
ARTICLE XIII.
If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any sentence of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons and circumstances shall not in any way be affected or impaired thereby.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed on this [ l ] day of [ l ], 2026.
| | | | | | | | | | | |
| Quantinuum Inc. | |
| | | |
| | | |
| By: | | |
| Name: Dr. Rajeeb Hazra
Title: Chief Executive Officer
| |
### EX-3.4 - EX-3.4
EX-3.4
5
exhibit34-sx1a.htm
EX-3.4
Document
Exhibit 3.4
Amended and Restated Bylaws of
Quantinuum Inc.
(a Delaware corporation)
as of [_______], 2026
Table of Contents
| | | | | | | | | | | |
| | | Page |
| | | |
Article I - Corporate Offices | 1 |
| | | |
| 1.1 | Registered Office | 1 |
| 1.2 | Other Offices | 1 |
| | | |
Article II - Meetings of Stockholders | 1 |
| | | |
| 2.1 | Place of Meetings | 1 |
| 2.2 | Annual Meeting | 1 |
| 2.3 | Special Meeting | 1 |
| 2.4 | Notice of Business to be Brought before a Meeting. | 2 |
| 2.5 | Notice of Nominations for Election to the Board. | 6 |
| 2.6 | Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors. | 9 |
| 2.7 | Notice of Stockholders’ Meetings | 11 |
| 2.8 | Quorum | 11 |
| 2.9 | Adjourned Meeting; Notice | 11 |
| 2.10 | Conduct of Business | 12 |
| 2.11 | Voting | 12 |
| 2.12 | Record Date for Stockholder Meetings and Other Purposes | 13 |
| 2.13 | Proxies | 14 |
| 2.14 | List of Stockholders Entitled to Vote | 14 |
| 2.15 | Inspectors of Election | 14 |
| 2.16 | Delivery to the Corporation. | 15 |
| | | |
Article III - Directors | 15 |
| | | |
| 3.1 | Powers | 15 |
| 3.2 | Number of Directors | 15 |
| 3.3 | Election, Qualification and Term of Office of Directors | 16 |
| 3.4 | Resignation and Vacancies | 16 |
| 3.5 | Place of Meetings; Meetings by Remote Communication. | 16 |
| 3.6 | Regular Meetings | 16 |
| 3.7 | Special Meetings; Notice | 17 |
| 3.8 | Quorum. | 17 |
| 3.9 | Board Action without a Meeting | 17 |
| 3.10 | Fees and Compensation of Directors | 18 |
| 3.11 | Reliance on Books and Records. | 18 |
| | | |
Article IV - Committees | 18 |
| | | |
| 4.1 | Committees of Directors | 18 |
| 4.2 | Committee Minutes | 18 |
| 4.3 | Meetings and Actions of Committees | 18 |
| 4.4 | Subcommittees. | 19 |
| | | |
Article V - Officers | 19 |
| | | |
| 5.1 | Officers | 19 |
| 5.2 | Appointment of Officers | 19 |
| 5.3 | Subordinate Officers | 20 |
i
TABLE OF CONTENTS
(continued)
| | | | | | | | | | | |
| | | Page |
| | | |
| 5.4 | Removal and Resignation of Officers | 20 |
| 5.5 | Vacancies in Offices | 20 |
| 5.6 | Representation of Shares of Other Entities | 20 |
| 5.7 | Authority and Duties of Officers | 20 |
| 5.8 | Compensation. | 20 |
| | | |
Article VI - Records | 21 |
| | | |
Article VII - General Matters | 21 |
| | | |
| 7.1 | Execution of Corporate Contracts and Instruments | 21 |
| 7.2 | Stock Certificates | 21 |
| 7.3 | Special Designation of Certificates. | 22 |
| 7.4 | Lost Certificates | 22 |
| 7.5 | Shares Without Certificates | 22 |
| 7.6 | Construction; Definitions | 22 |
| 7.7 | Dividends | 22 |
| 7.8 | Fiscal Year | 23 |
| 7.9 | Seal | 23 |
| 7.10 | Transfer of Stock | 23 |
| 7.11 | Stock Transfer Agreements | 23 |
| 7.12 | Registered Stockholders | 23 |
| 7.13 | Waiver of Notice | 24 |
| | | |
Article VIII - Notice | 24 |
| | | |
| 8.1 | Delivery of Notice; Notice by Electronic Transmission | 24 |
| | | |
Article IX - Indemnification | 25 |
| | | |
| 9.1 | Indemnification of Directors and Officers | 25 |
| 9.2 | Indemnification of Others | 25 |
| 9.3 | Prepayment of Expenses | 25 |
| 9.4 | Determination; Claim | 26 |
| 9.5 | Non-Exclusivity of Rights | 26 |
| 9.6 | Insurance | 26 |
| 9.7 | Other Indemnification | 26 |
| 9.8 | Continuation of Indemnification | 26 |
| 9.9 | Amendment or Repeal; Interpretation | 27 |
| | | |
Article X - Amendments | 27 |
| | | |
Article XI - Forum Selection | 28 |
| | | |
Article XII - Definitions | 28 |
ii
Amended and Restated Bylaws of
Quantinuum Inc.
| | |
|
Article I - Corporate Offices
1.1 Registered Office .
The address of the registered office of Quantinuum Inc. (the “ Corporation ”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (the “ Certificate of Incorporation ”).
1.2 Other Offices .
The Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board of directors (the “ Board ”) may from time to time establish or as the business of the Corporation may require.
Article II - Meetings of Stockholders
2.1 Place of Meetings .
Meetings of stockholders shall be held at any place within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “ DGCL ”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.
2.2 Annual Meeting .
The Board shall designate the date and time of the annual meeting of stockholders. At the annual meeting of stockholders, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 of these bylaws may be transacted. The Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.
2.3 Special Meeting .
Special meetings of stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation.
No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board or other person calling such meeting may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.
2.4 Notice of Business to be Brought before a Meeting.
(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by or at the direction of the Board or the Chairperson of the Board or (iii) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a record owner of shares of capital stock of the Corporation both at the time of giving the notice to the Corporation provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 2.4 in all applicable respects or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “ Exchange Act ”). The foregoing clause ( iii ) shall be the exclusive means for a stockholder to propose business (other than the nomination of persons for election to the Board) to be brought before an annual meeting of the stockholders. For purposes of this Section 2.4, “present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting, either in person or by means of remote communication. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at or before the meeting of stockholders in writing or by electronic transmission. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 and Section 2.6 and this Section 2.4 shall not be applicable to nominations for election to the Board except as expressly provided in Section 2.5 and Section 2.6.
(b) Without qualification, for business to be properly brought before an annual meeting by a stockholder, the business must constitute a proper matter for stockholder action and the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting which, in the case of the first annual meeting of stockholders following the closing of the Corporation’s initial underwritten public offering of common stock, the date of the preceding year’s annual meeting shall be deemed to be [ ò ], 2026; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not more than the hundred twentieth (120th) day prior to such annual meeting and not later than (i) the ninetieth (90th) day prior to such annual meeting or, (ii) if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time periods, “ Timely Notice ”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.
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(c) To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:
(i) As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records), (B) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of capital stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future, (C) the date or dates such shares were acquired, (D) the investment intent of such acquisition of such shares and (E) any pledge by such Proposing Person with respect to any of such shares (the disclosures to be made pursuant to the foregoing clauses (A) through (E) are referred to as “ Stockholder Information ”);
(ii) As to each Proposing Person,
(A) the material terms and conditions of any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) or a “put equivalent position” (as such term is defined in Rule 16a-1(h) under the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of shares of capital stock of the Corporation (“Synthetic Equity Position”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person, including, without limitation, (i) any option, warrant, convertible security, stock appreciation right, future or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the value of any shares of any class or series of shares of capital stock of the Corporation, (ii) any derivative or synthetic arrangement having the characteristics of a long position or a short position in any class or series of shares of capital stock of the Corporation, including, without limitation, a stock loan transaction, a stock borrow transaction, or a share repurchase transaction or (iii) any contract, derivative, swap or other transaction or series of transactions designed to (x) produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of capital stock of the Corporation, (y) mitigate any loss relating to, reduce the economic risk (of ownership or otherwise) of, or manage the risk of share price decrease in, any class or series of shares of capital stock of the Corporation, or (z) increase or decrease the voting power in respect of any class or series of shares of capital stock of the Corporation held or maintained by, held for the benefit of, or involving such Proposing Person, including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of capital stock of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of capital stock of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the price or value of any shares of any class or series of shares of capital stock of the Corporation; provided that , for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise
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constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underly any Synthetic Equity Position that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer,
(B) a description of any agreement, arrangement or understanding with respect to any rights to dividends on the shares of any class or series of shares of capital stock of the Corporation owned beneficially by such Proposing Person that are separated or separable pursuant to such agreement, arrangement or understanding from the underlying shares of capital stock of the Corporation,
(C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation,
(D) any other material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand,
(E) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement),
(F) any proportionate interest in shares of capital stock of the Corporation or a Synthetic Equity Position held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (2) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity,
(G) a representation that such Proposing Person intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies or votes from stockholders in support of such proposal, and
(H) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act, (the
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disclosures to be made pursuant to the foregoing clauses (A) through (H) are referred to as “ Disclosable Interests ”);
provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and
(iii) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws, the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have a right to acquire beneficial ownership at any time in the future of the shares of any class or series of capital stock of the Corporation or any other person or entity (including their names) in connection with the proposal of such business by such stockholder, and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (iii) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner.
For purposes of this Section 2.4, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A of the Exchange Act) with such stockholder in such solicitation.
(d) The Board may request that any Proposing Person furnish such additional information as may be reasonably required by the Board. Such Proposing Person shall provide such additional information within ten (10) days after it has been requested by the Board.
(e) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been
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adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.
(f) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.4. The presiding officer of the meeting (or, in advance of any meeting of stockholders, the Board or an authorized committee thereof) shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
(g) This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(h) For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
2.5 Notice of Nominations for Election to the Board.
(a) Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board, including by any committee or persons authorized to do so by the Board or these bylaws, or (ii) by a stockholder present in person who (A) was a record owner of shares of capital stock of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.5 and Section 2.6 as to such notice and nomination. For purposes of this Section 2.5, “present in person” shall mean that the stockholder nominating any person for election to the Board at the meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting, either in person or by means of remote communication. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at or before the meeting of stockholders in writing or by electronic transmission. The foregoing clause (ii) shall be the
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exclusive means for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting or special meeting.
(b) (i) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must (1) provide Timely Notice (as defined in Section 2.4) thereof in writing and in proper form to the Secretary of the Corporation, (2) provide the information, agreements and questionnaires with respect to each Nominating Person (as defined below) and its candidate for nomination as required to be set forth by this Section 2.5 and Section 2.6 and (3) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5 and Section2.6.
(ii) Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling a special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (A) provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (B) provide the information with respect to each Nominating Person and its candidate for nomination as required by this Section 2.5 and Section 2.6 and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5 and Section 2.6. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which public disclosure (as defined in Section 2.4) of the date of such special meeting was first made (such notice within such time periods, “ Special Meeting Timely Notice ”).
(iii) In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(iv) In no event may a Nominating Person provide Timely Notice or Special Meeting Timely Notice, as applicable, with respect to a greater number of director candidates than are subject to election by stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the time period for Timely Notice or Special Meeting Timely Notice, as applicable, or (ii) the tenth day following the date of public disclosure (as defined in Section 2.4) of such increase.
(c) To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:
(i) As to each Nominating Person, the Stockholder Information (as defined in Section 2.4(c)(i), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(i));
(ii) As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(c)(ii), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(ii) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(c)(ii) shall be made with respect to the nomination proposed to be made at the meeting); and provided that, in lieu of including the
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information set forth in Section 2.4(c)(ii)(G), the Nominating Person’s notice for purposes of this Section 2.5 shall include a representation as to whether the Nominating Person intends or is part of a group that intends to deliver a proxy statement and solicit the holders of shares representing at least 67% of the voting power of the shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act; and
(iii) As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in a proxy statement and accompanying proxy card relating to the Corporation’s next meeting of stockholders at which directors are to be elected and to serving as a director for a full term if elected), (B) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates (as defined in Rule 14a-1(a) promulgated under the Exchange Act) or any other participants (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K of the federal securities law if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Nominee Information”), and (C) a completed and signed questionnaire, representation and agreement as provided in Section 2.6(a).
For purposes of this Section 2.5, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A of the Exchange Act) with such stockholder in such solicitation.
(d) The Board may request that any Nominating Person furnish such additional information as may be reasonably required by the Board. Such Nominating Person shall provide such additional information within ten (10) days after it has been requested by the Board.
(e) A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice or other materials delivered pursuant to this Section 2.5, as applicable, if necessary, so that the information provided or required to be provided in such notice or the other materials delivered pursuant to this Section 2.5, as applicable, shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this
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paragraph or any other Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination, including by changing or adding nominees, or to submit any new nomination, or submit any new proposal, matters, business or resolutions proposed to be brought before a meeting of the stockholders.
(f) In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, (i) no Nominating Person shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Nominating Person has, or is part of a group that has, complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder, in accordance with the time frames required in this Section 2.5 or by Rule 14a-19 promulgated under the Exchange Act, as applicable, and (ii) if (1) any Nominating Person provides notice in accordance with Rule 14a-19(b) promulgated under the Exchange Act and (2) (x) such notice in accordance with Rule 14a-19(b) is not provided within the time period for Timely Notice or Special Meeting Timely Notice, as applicable, (y) such Nominating Person subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act, including the provision to the Corporation of notices required thereunder in a timely manner, or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting of stockholders (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any Nominating Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
2.6 Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.
(a) To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery in a notice to such candidate given by or on behalf of the Board), to the Secretary at the principal executive offices of the Corporation, (i) a completed written questionnaire (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) with respect to the background, qualifications, stock ownership and independence of such proposed nominee and (ii) a written representation and agreement (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) that such candidate for nomination (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any
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issue or question that has not been disclosed to the Corporation (a “Voting Commitment”) or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director of the Corporation that has not been disclosed therein or to the Corporation, (C) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), and (D) if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.
(b) The Board may also require any proposed candidate for nomination as a Director to furnish such other information related to such candidate’s eligibility or qualification to serve as a director as may reasonably be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon. Without limiting the generality of the foregoing, the Board may request such other information in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation or to comply with the Director qualification standards and additional selection criteria in accordance with the Corporation’s Corporate Governance Guidelines. Such other information shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the request by the Board has been delivered to, or mailed and received by, the Nominating Person.
(c) A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or nomination or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.
(d) No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with Section 2.5 and this Section 2.6, as applicable. The presiding officer at the meeting shall (or, in advance of the meeting, the Board or an authorized committee thereof), if the facts warrant, determine that a nomination was not properly made in accordance with Section 2.5 and this
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Section 2.6, and if the Board or such presiding person should so determine, the Board or the presiding person shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.
(e) Notwithstanding anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation unless nominated in accordance with Section 2.5 and this Section 2.6 and elected as a director.
(f) Notwithstanding anything in these bylaws to the contrary, for so long as any party to the Stockholder Agreement is entitled to nominate (or designate for nomination) a director or directors pursuant to the Stockholder Agreement, such party shall not be subject to Section 2.4, Section 2.5 or this Section 2.6 with respect to a nomination made pursuant to the Stockholder Agreement.
2.7 Notice of Stockholders’ Meetings .
Unless otherwise provided by law the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and time of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting of stockholders, the purpose or purposes for which such meeting is called.
2.8 Quorum .
Unless otherwise provided by law, the rules of any stock exchange upon which the Corporation’s securities are listed, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, the holders of a majority in voting power of the outstanding shares of such class or series or classes or series, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders, present in person, or by remote communication, if applicable, or represented by proxy, and entitled to vote thereon shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.
2.9 Adjourned Meeting; Notice .
When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in
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person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken or are provided in any other manner permitted by the DGCL. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.
2.10 Conduct of Business .
The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the person presiding over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
2.11 Voting .
Except as may be otherwise provided in the Certificate of Incorporation or the DGCL, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of capital stock held by such stockholder that has voting power upon the matter in question.
Except as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Unless a different or minimum vote is required by the
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Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter, each other matter presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.
2.12 Record Date for Stockholder Meetings and Other Purposes .
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
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2.13 Proxies .
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder, in any manner provided under applicable law, by proxy authorized by an instrument in writing or by a transmission permitted by law, including Rule 14a-19 promulgated under the Exchange Act, filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that is coupled with an interest sufficient in law to support an irrevocable power and states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder.
Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.
2.14 List of Stockholders Entitled to Vote .
The Corporation shall prepare, no later than the tenth (10 th ) day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in person or by proxy at any meeting of stockholders.
2.15 Inspectors of Election .
Before any meeting of stockholders, the Corporation may, and shall if required by law, appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person presiding over the meeting shall appoint a person to fill that vacancy.
Such inspectors shall:
(i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and ballots;
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(ii) count all votes or ballots;
(iii) count and tabulate all votes;
(iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and
(v) certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.
Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath to faithfully execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such persons to assist them in performing their duties as they determine.
2.16 Delivery to the Corporation.
Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) other than any party to the Stockholder Agreement to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), except as otherwise requested or consented to by the Corporation, such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, the Corporation expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents (other than a document authorizing another person to act for a stockholder by proxy at a meeting of stockholders pursuant to Section 212 of the DGCL) to the Corporation required by this Article II.
Article III - Directors
3.1 Powers .
Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.
3.2 Number of Directors .
Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. The Directors shall be classified in the manner provided in the Certificate of Incorporation. Each Director shall hold office until such time as provided in the Certificate of Incorporation. Directors need not be Stockholders to be qualified for election or service as a Director.
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3.3 Election, Qualification and Term of Office of Directors .
Except as provided in Section 3.4 of these bylaws, and except as otherwise provided by the Certificate of Incorporation, each director, including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Directors need not be stockholders. Each Director must be a U.S. Person, as defined in 15 C.F.R. 772.1. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors.
3.4 Resignation and Vacancies .
Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in Section 3.3.
Except as otherwise provided in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
3.5 Place of Meetings; Meetings by Remote Communication.
The Board may hold meetings, both regular and special, either within or outside the State of Delaware.
Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee of the Board designated by the Board, may participate in a meeting of the Board, or any committee of the Board, by means of telephone, video, or other remote communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.
3.6 Regular Meetings .
Regular meetings of the Board may be held within or outside the State of Delaware and at such time and at such place as which has been designated by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other system designed to record and communicate messages, facsimile, or by electronic mail or other means of electronic transmission. No further notice shall be required for regular meetings of the Board.
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3.7 Special Meetings; Notice .
Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, if any, the Chief Executive Officer, the President, the Secretary, a majority of the total number of directors constituting the Board.
Notice of the time and place, if any, of special meetings shall be:
(i) delivered personally by hand, by courier or by telephone;
(ii) sent by United States first-class mail, postage prepaid;
(iii) sent by facsimile or electronic mail; or
(iv) sent by other means of electronic transmission,
directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.
If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the date of the holding of the meeting. The notice need not specify the place, if any, of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.
3.8 Quorum.
At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws.
3.9 Board Action without a Meeting .
Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After such action is taken by written consent or consent by electronic transmission without a meeting, the consent or consents, or electronic transmission or transmissions, relating thereto shall be filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the minutes are maintained. Such action by written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board.
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3.10 Fees and Compensation of Directors .
Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.
3.11 Reliance on Books and Records.
A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Article IV - Committees
4.1 Committees of Directors .
Subject to the Certificate of Incorporation, the Board may designate one (1) or more committees of the Board, each committee to consist, of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Subject to provisions of the Certificate of Incorporation, any such committee, to the extent provided in the resolutions of the Board designating the committee or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval (other than the election or removal of directors), or (ii) adopt, amend or repeal any bylaw of the Corporation.
4.2 Committee Minutes .
Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
4.3 Meetings and Actions of Committees .
Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:
(i) Section 3.5 (place of meetings; meetings by remote communication);
(ii) Section 3.6 (regular meetings);
(iii) Section 3.7 (special meetings; notice);
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(iv) Section 3.9 (board action without a meeting);
(v) Section 3.11 (reliance on books and records); and
(vi) Section 7.13 (waiver of notice),
with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However :
(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;
(ii) special meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and
(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.
4.4 Subcommittees.
Unless otherwise provided in the Certificate of Incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except as otherwise expressly provided in these bylaws or by resolution of the Board designating such committee, every reference to a committee or to a member of a committee in these bylaws shall apply to any subcommittee or member of a subcommittee mutatis mutandis .
Article V - Officers
5.1 Officers .
The officers of the Corporation shall include a Chief Executive Officer, a President, and a Secretary. The Corporation may also have, at the discretion of the Board, a Chairperson of the Board, a Vice-Chairperson of the Board, a Chief Financial Officer, a Chief Accounting Officer, a General Counsel, a Treasurer, one (1) or more Vice Presidents, one (1) or more Assistant Vice Presidents, one (1) or more Assistant Treasurers, one (1) or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. No officer need be a stockholder or director of the Corporation.
5.2 Appointment of Officers .
The Board or a duly authorized committee or subcommittee thereof shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.
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5.3 Subordinate Officers .
The Board or a duly authorized committee or subcommittee thereof may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board or a duly authorized committee or subcommittee thereof may from time to time determine, or as determined by the officer upon whom such power of appointment has been conferred by the Board or a duly authorized committee or subcommittee thereof.
5.4 Removal and Resignation of Officers .
Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.
Any officer may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
5.5 Vacancies in Offices .
Any vacancy occurring in any office of the Corporation shall be filled by the Board or a duly authorized committee or subcommittee thereof or as provided in Section 5.2.
5.6 Representation of Shares of Other Entities .
The Chairperson of the Board, if any, the Chief Executive Officer, or the President of this Corporation, or any other person authorized by the Board, the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares or voting securities of any other corporation or other entity standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.
5.7 Authority and Duties of Officers .
All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.
5.8 Compensation.
The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also a director of the Corporation.
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Article VI - Records
A stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code as adopted in the State of Delaware.
Article VII - General Matters
7.1 Execution of Corporate Contracts and Instruments .
The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances.
7.2 Stock Certificates .
The shares of the Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the shares of any class or series of stock of the Corporation shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law . Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chairperson or Vice Chairperson of the Board, Chief Executive Officer, the President, Chief Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary of the Corporation are specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.
The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid for such shares. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid and the amount paid shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid.
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7.3 Special Designation of Certificates.
If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or on the back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a notice provided pursuant to Section 151 of the DGCL); provided, however, that except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice) a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
7.4 Lost Certificates .
Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
7.5 Shares Without Certificates
The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.
7.6 Construction; Definitions .
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.
7.7 Dividends .
The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends upon the shares of the Corporation’s capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.
The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.
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7.8 Fiscal Year .
The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.
7.9 Seal .
The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
7.10 Transfer of Stock .
Shares of the Corporation shall be transferable in the manner prescribed by law and in these bylaws and subject to any transfer restrictions contained in the Certificate of Incorporation or any agreement imposing transfer restriction on shares of stock of the Corporation. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred. The Corporation shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issuance, transfer and registration of certificates for shares of stock of the Corporation.
7.11 Stock Transfer Agreements .
The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.
7.12 Registered Stockholders .
The Corporation:
(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers as such owner; and
(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.
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7.13 Waiver of Notice .
Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting (in person or by remote communication) shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these bylaws.
Article VIII - Notice
8.1 Delivery of Notice; Notice by Electronic Transmission .
Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.
Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph of this section without obtaining the consent required by this paragraph.
Any notice given pursuant to the preceding paragraph shall be deemed given:
(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
(ii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and
(iii) if by any other form of electronic transmission, when directed to the stockholder.
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Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such electronic transmission two (2) consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice, provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.
An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Article IX - Indemnification
9.1 Indemnification of Directors and Officers .
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the applicable law as it presently exists or may hereafter be amended, any director or officer of the Corporation (a “ covered person ”) who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee, member, manager or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by such covered person in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a covered person in connection with a Proceeding initiated by such covered person only if the Proceeding was authorized in the specific case by the Board.
9.2 Indemnification of Others .
The Corporation shall have the power (but not the obligation) to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, trustee, member, manager or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses actually and reasonably incurred by such person in connection with any such Proceeding.
9.3 Prepayment of Expenses .
The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by any covered person, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition; provided, however , that such payment of expenses in advance of the final disposition of the Proceeding
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shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined by a final judicial decision of a court of competent jurisdiction from which there is no further right to appeal that the person is not entitled to be indemnified under this Article IX or otherwise.
9.4 Determination; Claim .
If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days, after a written claim therefor has been received by the Corporation, the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
9.5 Non-Exclusivity of Rights .
The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
9.6 Insurance .
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee, member, manager or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee, member, manager or agent of another corporation, partnership, limited liability company, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.
9.7 Other Indemnification .
The Corporation’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director, officer, employee, trustee, member, manager or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
9.8 Continuation of Indemnification .
The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue as to a person notwithstanding that such person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.
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9.9 Amendment or Repeal; Interpretation .
The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of these bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.
Any reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the Chief Executive Officer, President, and Secretary, or other officer of the Corporation appointed by (x) the Board pursuant to Article V of these bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article V of these bylaws, and any reference to an officer of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article IX.
Article X - Amendments
In furtherance and not in limitation of the powers conferred upon it by the DGCL, the Board is expressly empowered to adopt, amend, alter or repeal the bylaws of the Corporation. The stockholders may not adopt, amend, alter or repeal the bylaws of the Corporation unless such action is approved, in addition to any other vote required by the Certificate of Incorporation or applicable law, (a) as long as the Honeywell Companies and CQH (each as defined in the Certificate of Incorporation) collectively beneficially own at least 40% of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, or (b) from and after the time
27
that the Honeywell Companies and CQH collectively beneficially own less than 40% of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.
Article XI - Forum Selection
Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “ Chancery Court ”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Certificate of Incorporation or these bylaws (as any of the foregoing may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery; (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine; and (b) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “ Foreign Action ”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article XI. This provision is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Notwithstanding the foregoing, the provisions of this Article XI shall not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction.
Article XII - Definitions
As used in these bylaws, unless the context otherwise requires, the following terms shall have the following meanings:
An “ affiliate ” means, with respect to any person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person, whether such relationship exists as of the date of these bylaws or arises at any time thereafter. Notwithstanding the foregoing, none of Honeywell International Inc., Honeywell Holdings International Inc. and any of their
28
respective Affiliates or any of CQH and its Affiliates shall be deemed to be an affiliate of the Corporation or any subsidiary or controlled affiliate of the Corporation (or vice versa).
An “ electronic transmission ” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
An “ electronic mail ” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information).
An “ electronic mail address ” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.
The term “ person ” means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.
The “ Stockholder Agreement ” means the Stockholder Agreement, dated as of [ l ], 2026, among the Corporation and the parties thereto, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.
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Quantinuum Inc.
Certificate of Amendment and Restatement of Bylaws
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The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Quantinuum Inc., a Delaware corporation (the “ Corporation ”), and that the foregoing bylaws were adopted by the Board of the Corporation on [ l ], 2026 to be effective as of [ l ], 2026.
__________________________________
[ l ]
### EX-4.1 - EX-4.1
EX-4.1
6
exhibit41-sx1a.htm
EX-4.1
Document
Exhibit 4.1
SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS C U S I P 74768A 10 4 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEAL JANUARY 20, 2026 FULLY PAID AND NON ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE, OF Quantinuum, Inc. transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Corporation (copies of which are on file with the Corporation and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: E Q U I N I T I TRUST COMPANY, LLC TRANSFER AGENT AND REGISTRAR BY: Chief Executive Officer Chief Financial Officer AUTHORIZED SIGNATURE
The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION MAY REQUIRE A BOND INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM – as tenants in common U N I F GIFT MIN ACT – Custodian TEN ENT – JT TEN – as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common (C u s t) (Minor) under Uniform Gifts to Minors Act (State) COM PROP – as community property U N I F T R F MIN ACT – Custodian (until age ) (C u s t) under Uniform Transfers (Minor) to Minors Act................................… (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) shares of the Class A Common Stock represented by within Certificate, and do hereby irrevocably constitute and appoint attorney-in-fact to transfer the said stock on the books of the within named Corporation with full power of the substitution in the premises. Dated X Signature(s) Guaranteed: X NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. By THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED.
### EX-5.1 - EX-5.1
EX-5.1
7
exhibit51-sx1a.htm
EX-5.1
Document
Exhibit 5.1
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| 811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.54\6.5400 Fax: +1.713.546.5401
www.lw.com
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| FIRM / AFFILIATE OFFICES |
Austin
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Washington, D.C. |
May 26, 2026
Quantinuum Inc.
303 S Technology Court
Broomfield, Colorado 80021
Re: Registration Statement No. 333-295701
Up to 24,210,526 shares of Class A common stock, par value $0.0001 per share.
To the addressee set forth above:
We have acted as special counsel to Quantinuum Inc., a Delaware corporation (the “ Company ”), in connection with the proposed issuance of up to 24,210,526 shares (the “ Shares ”) of the Company’s Class A common stock, par value $0.0001 per share (the “ Common Stock ”), which includes 3,157,894 shares of Common Stock issuable upon the exercise of the underwriters’ option to purchase additional shares of Common Stock. The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “ Act ”), initially filed with the Securities and Exchange Commission (the “ Commission ”) on May 8, 2026 (Registration No. 333-295701) (as amended, the “ Registration Statement ”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the amended and restated certificate of incorporation of the Company,
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May 26, 2026
Page 2
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substantially in the form most recently filed as an exhibit to the Registration Statement has been duly filed with the Secretary of State of the State of Delaware and when such Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the related prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Sincerely, |
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/s/ Latham & Watkins LLP |
### EX-10.1 - EX-10.1
EX-10.1
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exhibit101-sx1a.htm
EX-10.1
Document
Exhibit 10.1
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TAX RECEIVABLE AGREEMENT
by and among
QUANTINUUM INC.
QUANTINUUM HOLDINGS, LLC
TRA PARTIES
and
OTHER PERSONS FROM TIME TO TIME PARTY HERETO
[ l ], 2026
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TABLE OF CONTENTS
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ARTICLE I Definitions
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| Section 1.1. | Definitions | 2 |
| Section 1.2. | Rules of Construction | 11 |
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ARTICLE II Determination of Realized Tax Benefit
| 11 |
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| Section 2.1. | Basis Adjustments; Holdings 754 Election | 11 |
| Section 2.2. | Tax Benefit Schedules | 12 |
| Section 2.3. | Procedures; Amendments | 13 |
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ARTICLE III Tax Benefit Payments
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| Section 3.1. | Timing and Amount of Tax Benefit Payments | 14 |
| Section 3.2. | No Duplicative Payments | 16 |
| Section 3.3. | Pro-Ration of Payments as Between the TRA Parties | 16 |
| Section 3.4. | Overpayments | 17 |
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ARTICLE IV Termination
| 17 |
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| Section 4.1. | Early Termination of Agreement; Acceleration Events | 17 |
| Section 4.2. | Early Termination Notice | 18 |
| Section 4.3. | Payment upon Early Termination | 19 |
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ARTICLE V Subordination and Late Payments
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| Section 5.1. | Subordination | 19 |
| Section 5.2. | Late Payments by the Corporation | 20 |
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ARTICLE VI Tax Matters; Consistency; Cooperation
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| Section 6.1. | Participation in the Corporation’s and Holdings’ Tax Matters | 20 |
| Section 6.2. | Consistency | 20 |
| Section 6.3. | Cooperation | 21 |
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ARTICLE VII Miscellaneous
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| Section 7.1. | Notices | 21 |
| Section 7.2. | Counterparts | 23 |
| Section 7.3. | Entire Agreement | 23 |
| Section 7.4. | No Third-Party Rights | 23 |
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| Section 7.5. | Severability | 23 |
| Section 7.6. | Assignments; Amendments; Successors; No Waiver | 23 |
| Section 7.7. | Headings; References; Interpretation | 25 |
| Section 7.8. | Governing Law | 25 |
| Section 7.9. | Reconciliation Procedures | 26 |
| Section 7.10. | Withholding; Cooperation | 27 |
| Section 7.11. | Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets | 27 |
| Section 7.12. | Change in Law | 28 |
| Section 7.13. | Interest Rate Limitation | 28 |
| Section 7.14. | Independent Nature of Rights and Obligations | 29 |
| Section 7.15. | Coordination with Operating Agreement | 29 |
| Section 7.16. | TRA Representatives | 29 |
ii
Exhibits
Exhibit A - Form of Joinder Agreement
iii
TAX RECEIVABLE AGREEMENT
This TAX RECEIVABLE AGREEMENT (this “ Agreement ”), dated as of [ l ], 2026, is hereby entered into by and among Quantinuum Inc., a Delaware corporation (the “ Corporation ”), Quantinuum Holdings, LLC, a Delaware limited liability company (“ Holdings ”), Honeywell Holdings International Inc., a Delaware corporation and Honeywell International Inc., a Delaware corporation (collectively, “ Honeywell ”), Cambridge Quantum Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ CQH ”) and JPMC Strategic Investments I Corporation, a Delaware corporation (“ JPMC ”).
RECITALS
WHEREAS , Holdings is treated as a partnership for U.S. federal income tax purposes;
WHEREAS , in connection with the IPO (as defined below), the Parties effected an organizational restructuring of certain of their affiliates and direct and indirect subsidiaries through a series of sequential transactions (the “ Restructuring ”) pursuant to which the former holders of equity interests of Quantinuum, an exempted company incorporated with limited liability under the laws of the Cayman Islands, received newly issued Common Units (as defined in the Operating Agreement) and became members of Holdings and the Corporation became the sole managing member of Holdings;
WHEREAS , as a result of the Restructuring, the TRA Parties hold Common Units in Holdings as of the date hereof;
WHEREAS , following the Restructuring, the Corporation will issue shares of its Class A Common Stock in an initial public offering of its Class A Common Stock (the “ IPO ”);
WHEREAS , in connection with the IPO, the Corporation acquired newly issued Common Units from Holdings using the net proceeds from the IPO (the “ Unit Purchase ”);
WHEREAS , as a result of the Unit Purchase, the Corporation will be entitled to obtain the benefit of the IPO Existing Basis;
WHEREAS , the Operating Agreement provides each TRA Party with a redemption right pursuant to which each TRA Party may cause Holdings to redeem all or a portion of its Common Units from time to time for shares of Class A Common Stock or, under certain circumstances, at the Corporation’s option, cash (a “ Redemption ”), subject to the Corporation’s right, in its sole discretion, to elect to effect a direct exchange of cash or shares of Class A Common Stock for such Common Units between the Corporation and the applicable TRA Party in lieu of such a Redemption (a “ Direct Exchange ”);
WHEREAS , as a result of any Redemption, any Direct Exchange or any other Exchange the Corporation may be entitled to utilize (or otherwise be entitled to the benefits arising out of) certain Covered Tax Assets;
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WHEREAS , the Parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to certain tax benefits to be derived by the Corporation as the result of Covered Tax Assets and the making of payments under this Agreement.
NOW, THEREFORE , in consideration of the foregoing and the respective covenants and agreements set forth herein, the Parties hereto agree as follows:
ARTICLE I
Definitions
Section 1.1. Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to (i) the singular and plural, (ii) the active and passive and (iii) for defined terms that are nouns, the verified forms of the terms defined).
“ Actual Tax Liability ” means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation or Holdings (but only to the extent allocable to the Corporation) for such Taxable Year or (b) if applicable, determined in accordance with a Determination; provided , that for purposes of determining Actual Tax Liability, the Corporation shall use the Assumed State and Local Tax Rate for purposes of determining liabilities for all state and local Covered Taxes (including, for the avoidance of doubt, the U.S. federal income tax benefit realized by the Corporation with respect to such state and local Covered Taxes).
“ Advisory Firm ” means an accounting firm that is nationally recognized as being expert in Covered Tax matters selected by the Corporation.
“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.
“ Agreed Rate ” means SOFR plus 150 basis points.
“ Agreement ” is defined in the preamble.
“ Amended Schedule ” is defined in Section 2.3(b) .
“ Amount Realized ” means, with respect to any Exchange that is not eligible for nonrecognition treatment (as determined for U.S. federal income tax purposes), at any time, the sum of (i) the Market Value of the shares of Class A Common Stock or the amount of cash (as applicable) transferred to a TRA Party pursuant to such Exchange, (ii) the amount of payments made pursuant to this Agreement with respect to such Exchange (but excluding any portions thereof attributable to Imputed Interest) and (iii) the amount of liabilities allocated to the Common Units acquired pursuant to the Exchange under Section 752 of the Code.
2
“ Assumed State and Local Tax Rate ” means, (i) for the first five (5) Taxable Years beginning with the Corporation’s Taxable Year that includes the date hereof, three percent (3%), and (ii) thereafter, the Corporation’s reasonable estimate of its state and local tax rate, which shall be updated every five (5) Taxable Years.
“ Attributable ” is defined in Section 3.1(b)(i) .
“ Audit Committee ” means the audit committee of the Board.
“ Basis Adjustment ” is defined in Section 2.1(a) .
“ Basis Schedule ” is defined in Section 2.2(a) .
“ Board ” means the Board of Directors of the Corporation.
“ Business Day ” means any day other than a Saturday or a Sunday or a day on which banks located in New York City, New York generally are authorized or required by Law to close.
“ Change of Control ” shall have the meaning ascribed to such term in the Operating Agreement; provided that for purposes of this definition, Permitted Transferees shall include any Affiliate of a TRA Party.
“ Class A Common Stock ” means the Class A common stock, par value $0.0001 per share, of the Corporation.
“ Class B Common Stock ” means the Class B common stock, par value $0.0001 per share, of the Corporation.
“ Code ” means the U.S. Internal Revenue Code of 1986, as amended. Unless the context requires otherwise, any reference herein to a specific section of the Code shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.
“ Common Units ” shall have the meaning ascribed to such term in the Operating Agreement.
“ Consent Requirement ” is defined in Section 7.6(a) .
“ Control ” means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“ Corporation ” is defined in the preamble to this Agreement.
“ Covered Tax Assets ” means (i) IPO Existing Basis, (ii) Exchange Existing Basis, (iii) Basis Adjustments and (iv) Imputed Interest reasonably determined to be allocable to payments pursuant to this Agreement. For the avoidance of doubt, Covered Tax Assets shall
3
include any carryforwards, carrybacks or similar attributes that are attributable to the tax items described in clauses (i) through (iv) .
“ Covered Taxes ” means any U.S. federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits and any interest imposed in respect thereof under applicable Law.
“ Cumulative Net Realized Tax Benefit ” is defined in Section 3.1(b)(iii) .
“ Default Rate ” means SOFR plus 800 basis points.
“ Default Rate Interest ” is defined in Section 5.2 .
“ Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or any similar provisions of state or local tax Law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for tax.
“ Direct Exchange ” is defined in the recitals to this Agreement.
“ Early Termination Effective Date ” means (i) with respect to an early termination pursuant to Section 4.1(a) , the date an Early Termination Notice is delivered, (ii) with respect to an early termination pursuant to Section 4.1(b) , the date of the applicable Change of Control and (iii) with respect to an early termination pursuant to Section 4.1(c) , the date of the applicable Material Breach.
“ Early Termination Notice ” is defined in Section 4.2(a) .
“ Early Termination Payment ” is defined in Section 4.3(b) .
“ Early Termination Reference Date ” is defined in Section 4.2(b) .
“ Early Termination Schedule ” is defined in Section 4.2(b) .
“ Exchange ” means any (i) Direct Exchange, (ii) Redemption, (iii) other taxable transfer (as determined for U.S. federal income tax purposes) of Common Units to the Corporation from a TRA Party (including a purchase by Holdings deemed or treated as a purchase by the Corporation under Section 707(a) of the Code) or (iv) distribution (including a deemed distribution) by Holdings to a TRA Party, in each case, that results in a Basis Adjustment.
“ Exchange Act ” means the Securities and Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations.
“ Exchange Existing Basis ” means (i) the existing tax basis of the Reference Assets that are depreciable or amortizable (including research and development expenses and
4
assets amortizable under Section 174 of the Code and assets that will eventually be subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes and attributable to the Common Units transferred upon an Exchange, determined as of immediately prior to the time of such Exchange and (ii) any increase or decrease (if any) to such tax basis referred to in clause (i) pursuant to Treasury Regulations Section 1.743-1(f) to the extent attributable to the transferee’s existing tax basis; provided , that for the avoidance of doubt, Exchange Existing Basis shall not include any IPO Existing Basis or Basis Adjustments.
“ Expert ” is defined in Section 7.9(a) .
“ Final Payment Date ” means any date on which a Payment is required to be made pursuant to this Agreement. The Final Payment Date in respect of (i) a Tax Benefit Payment is determined pursuant to Section 3.1(a) and (ii) an Early Termination Payment is determined pursuant to Section 4.3(a) .
“ Holdings ” is defined in the preamble to this Agreement.
“ Holdings Group ” means Holdings and each of its direct or indirect Subsidiaries that is treated as a partnership or disregarded entity for applicable tax purposes (but excluding any such Subsidiary to the extent Holdings holds such Subsidiary directly or indirectly through any entity treated as a corporation for applicable tax purposes (other than the Corporation)).
“ Hypothetical Tax Liability ” means, with respect to any Taxable Year, the hypothetical liability of the Corporation that would arise in respect of Covered Taxes, using the same methods, elections, conventions and similar practices used on the actual relevant Tax Returns of the Corporation and Holdings but calculated without taking into account the Covered Tax Assets; provided , that for purposes of determining the Hypothetical Tax Liability, (i) the combined tax rate for U.S. state Covered Taxes shall be the Assumed State and Local Tax Rate, (ii) the Corporation shall use the Non-IPO Existing Basis, the Non-Exchange Existing Basis and the Non-Adjusted Basis, (iii) the Corporation shall not take into account any Imputed Interest, and (iv) the Corporation shall be entitled to make reasonable simplifying assumptions in making any determinations contemplated by this definition.
“ Imputed Interest ” means any interest imputed under Section 483, 1272 or 1274 or any other provision of the Code or any similar provisions of state or local tax Law with respect to the Corporation’s payment obligations under this Agreement.
“ Independent Directors ” means the members of the Board who are “independent” under the standards of the principal U.S. securities exchange on which the Class A Common Stock is traded or quoted.
“ Initial TRA Representative ” means the representative (together with its Affiliates) designated by each of the TRA Parties that is an original signatory to this Agreement.
“ Interest Amount ” is defined in Section 3.1(b)(vi) .
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“ IPO ” is defined in the recitals to this Agreement.
“ IPO Existing Basis ” means the Corporation’s proportionate share of Holdings Group’s tax basis in the Reference Assets held by Holdings Group at the time of the IPO that are depreciable or amortizable (including research and development expenses and assets amortizable under Section 174 of the Code and assets that will eventually be subject to depreciation or amortization, once placed in service) corresponding to (A) Common Units acquired by the Corporation in the Unit Purchase at the time of the IPO or (B) any Common Units acquired by the Corporation after the IPO (other than any Common Units acquired (or deemed acquired) by the Corporation in connection with a Redemption, Direct Exchange or other transaction treated as a direct purchase of Common Units by the Corporation from a Member pursuant to Section 707(a)(2)(B) of the Code) (such acquisition of Units, a “ Subsequent Capital Contribution ”).
“ IRS ” means the U.S. Internal Revenue Service.
“ Joinder ” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.
“ Joinder Requirement ” is defined in Section 7.6(a) .
“ Law ” means all laws, statutes, ordinances, rules and regulations of the U.S., any foreign country and each state, commonwealth, city, county, municipality, regulatory or self-regulatory body, agency or other political subdivision thereof.
“ Market Value ” means (i) with respect to an Exchange (other than a deemed Exchange described in clause (ii) below), the value of the Class A Common Stock on the applicable Redemption or Direct Exchange date determined by the Corporation on a reasonable and consistent basis and used by the Corporation in its U.S. federal income tax reporting with respect to such Exchange, and (ii) with respect to a deemed Exchange pursuant to the Valuation Assumptions, (a) if the Class A Common Stock trades on a securities exchange or automated or electronic quotation system, the arithmetic average of the high trading price on such date (or if such date is not a Trading Day, the immediately preceding Trading Day) and the low trading price on such date (or if such date is not a Trading Day, the immediately preceding Trading Day) or (b) if the Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, the fair market value of one share of Class A Common Stock, as determined by the Corporation in good faith, that would be obtained in an arms’ length transaction for cash between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion to buy or sell, and without regard to the particular circumstances of the buyer or seller and without any discounts for liquidity or minority discount.
“ Material Breach ” means (i) subject to the exceptions set forth in this Agreement (including Section 4.1(c) and Section 5.1 ), the Corporation’s failure to make a Payment (along with any applicable interest) within ninety (90) calendar days of the applicable Final Payment Date, (ii) an intentional material breach by the Corporation of a material obligation under this
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Agreement or (iii) the rejection of this Agreement by operation of law in a case commenced in bankruptcy or otherwise.
“ Maximum Rate ” is defined in Section 7.13.
“ Net Tax Benefit ” is defined in Section 3.1(b)( ii).
“ Non-TRA Portion ” is defined in Section 2.2(c) .
“ Non-Adjusted Basis ” means, with respect to any Reference Assets which are depreciable or amortizable (including assets that will eventually be subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes and attributable to Common Units received in an Exchange determined at the time of the Exchange, the tax basis that such asset would have had at such time if no Basis Adjustments had been made.
“ Non-Exchange Existing Basis ” means, with respect to any Reference Assets which are depreciable or amortizable (including assets that will eventually be subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes and attributable to Common Units received in an Exchange determined at the time of the Exchange, the tax basis that such Reference Assets would have had if the Exchange Existing Basis was equal to zero.
“ Non-IPO Existing Basis ” means, with respect to any Reference Assets which are depreciable or amortizable (including assets that will eventually be subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes and attributable to Common Units purchased in the Unit Purchase at the time of the Unit Purchase, the tax basis that such Reference Assets would have had if the IPO Existing Basis was equal to zero.
“ Objection Notice ” is defined in Section 2.3(a)(ii) .
“ Operating Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of Holdings, dated as of [ l ], 2026, as such agreement may be further amended, restated, supplemented or otherwise modified from time to time.
“ Parties ” means the parties named on the signature pages to this agreement and each additional party that satisfies the Joinder Requirement, in each case with their respective successors and assigns.
“ Payment ” means any Tax Benefit Payment or Early Termination Payment and in each case, unless otherwise specified, refers to the entire amount of such Payment or any portion thereof.
“ Permitted Transferee ” means a holder of Common Units pursuant to any Permitted Transfer (as such term is defined in the Operating Agreement).
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“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.
“ Pre-Exchange Transfer ” means any transfer (or deemed transfer) of one or more Common Units (i) that occurs prior to an Exchange of such Common Units and (ii) to which Section 743(b) of the Code applies.
“ Realized Tax Benefit ” is defined in Section 3.1(b)(iv) .
“ Realized Tax Detriment ” is defined in Section 3.1(b)(v) .
“ Reconciliation Dispute ” is defined in Section 7.9( a).
“ Reconciliation Procedures ” is defined in Section 7.9(a) .
“ Redemption ” is defined in the recitals to this Agreement.
“ Reference Asset ” means any asset of any member of Holdings Group on the relevant date of determination under this Agreement (including at the time of an Exchange or the IPO, as applicable). A Reference Asset also includes any asset the tax basis of which is determined, in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including “substituted basis property” within the meaning of Section 7701(a)(42) of the Code.
“ Schedule ” means any of the following: (i) an Attribute Schedule, (ii) a Tax Benefit Schedule; (iii) an Early Termination Schedule; and (iv) any Amended Schedule.
“ Senior Obligations ” is defined in Section 5.1 .
“ SOFR ” means the Secured Overnight Financing Rate, as administered by the Federal Reserve Bank of New York (or a successor administrator).
“ Subsidiary ” means, with respect to any Person and as of any determination date, any other Person as to which such first Person (i) owns, directly or indirectly, or otherwise controls, more than 50% of the voting power or other similar interests of such other Person or (ii) is the sole general partner interest, or managing member or similar interest, of such other Person.
“ Tax Benefit Payment ” is defined in Section 3.1(a) .
“ Tax Benefit Schedule ” is defined in Section 2.2(a) .
“ Tax Return ” means any return, declaration, report or similar statement filed or required to be filed with respect to taxes (including any attached schedules), including any information return, claim for refund, amended return and declaration of estimated tax.
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“ Taxable Year ” means a taxable year of the Corporation as defined in Section 441(b) of the Code or any similar provisions of U.S. state or local tax Law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is filed), ending on or after the closing date of the IPO.
“ Taxing Authority ” means any national, federal, state, county, municipal or local government, or any subdivision, agency, commission or authority thereof, or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other authority in relation to tax matters.
“ Trading Day ” means a day on which the Nasdaq or such other principal United States securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).
“ TRA Interests ” means an interest in this Agreement, including the right to receive any Tax Benefit Payments under this Agreement.
“ TRA Parties ” means Honeywell, CQH, JPMC and their Permitted Transferees who have executed a Joinder.
“ TRA Portion ” is defined in Section 2.2(c) .
“ TRA Representative ” means the Initial TRA Representatives; provided , however , that if the TRA Parties that designated the Initial TRA Representatives do not (and their respective Affiliates do not) continue to hold any rights to receive payments under this Agreement, then the TRA Representative shall be the TRA Party that has the greatest economic rights under this Agreement at such time.
“ Transfer ” has the meaning set forth in the Operating Agreement and the terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.
“ Treasury Regulations ” means the final, temporary and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to time (including corresponding provisions and succeeding provisions) and as in effect for the relevant taxable period.
“ U.S. ” means the United States of America.
“ Valuation Assumptions ” means, as of an Early Termination Effective Date, the assumptions that:
(i) in each Taxable Year ending on or after such Early Termination Effective Date, the Corporation will have taxable income sufficient to fully use the Covered Tax Assets (other than any such Covered Tax Assets that constitute or have resulted in net operating losses, disallowed interest expense carryforwards, or credit carryforwards or carryovers (determined as
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of the Early Termination Effective Date), which shall be governed by paragraph (iv) below) during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available;
(ii) the U.S. federal income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other applicable Law as in effect on the Early Termination Effective Date, except to the extent any change to such tax rates for such Taxable Year have already been enacted into Law, and the combined U.S. state and local income tax rates shall be the Assumed State and Local Tax Rate in effect for each such Taxable Year (calculated based on apportionment factors applicable in the most recently ended Taxable Year prior to the Early Termination Effective Date);
(iii) all taxable income of the Corporation will be subject to the maximum applicable tax rates for each Covered Tax throughout the relevant period; provided , that the combined tax rate for U.S. state and local income taxes shall be the Assumed State and Local Tax Rate;
(iv) any carryovers or carrybacks of losses, credits, or disallowed interest expense generated by any Covered Tax Assets (including any Basis Adjustments or Imputed Interest generated as a result of payments made or deemed to be made under this Agreement) and available (taking into account any known and applicable limitations) as of the Early Termination Effective Date will be used by the Corporation ratably in each of the ten (10) consecutive Taxable Years beginning with the Taxable Year that includes the Early Termination Effective Date(but, in the case of any such carryover or carryback that has less than ten (10) remaining Taxable Years, ratably through the scheduled expiration date of such carryover or carryback) (by way of example, if on the Early Termination Effective Date, the Corporation had $100 of net operating losses, $10 of such net operating losses would be used in each of the ten (10) consecutive Taxable Years beginning in the Taxable Year of such Early Termination Effective Date);
(v) any non-amortizable assets (other than Subsidiary Stock) will be disposed of on the fifteenth (15th) anniversary of the Early Termination Effective Date; provided that, in the event of a Change of Control that includes the direct sale of any non-amortizable assets, such non-amortizable assets shall be disposed of at the time of the direct sale of the relevant assets in such Change of Control for such price;
(vi) any Subsidiary Stock will be deemed never to be disposed of except if Subsidiary Stock is directly disposed of in the Change of Control;
(vii) if, on the Early Termination Effective Date, any TRA Party has Common Units that have not been Exchanged, then such Common Units shall be deemed to be Exchanged for the Market Value of the shares of Class A Common Stock or the amount of cash that would be received by such TRA Party had such Common Units actually been Exchanged on the Early Termination Effective Date;
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(viii) any future payment obligations pursuant to this Agreement that are used to calculate the Early Termination Payment will be satisfied on the date that any Tax Return to which any such payment obligation relates is required to be filed excluding any extensions; and
(ix) with respect to Taxable Years ending prior to the Early Termination Effective Date, any unpaid Tax Benefit Payments and any applicable Default Rate Interest will be paid.
“ Voluntary Early Termination ” is defined in Section 4.2(a) .
Section 1.2. Rules of Construction . Unless otherwise specified herein:
(a) For purposes of interpretation of this Agreement:
(i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.
(ii) Unless specified otherwise, references to an Article, Section or clause refer to the appropriate Article, Section or clause in this Agreement.
(iii) References to dollars or “$” refer to the lawful currency of the U.S.
(iv) The terms “include” or “including” are by way of example and not limitation and shall be deemed followed by the words “without limitation.”
(v) The term “or”, when used in a list of two or more items, means “and/or” and may indicate any combination of the items.
(vi) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”
(c) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.
Unless otherwise expressly provided herein, (i) references to organizational documents (including the Operating Agreement), agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, and (ii) references to any Law (including the Code and the Treasury Regulations) include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
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ARTICLE II
Determination of Realized Tax Benefit
Section 2.1. Basis Adjustments; Holdings 754 Election .
(a) Basis Adjustments . The Parties acknowledge and agree that to the fullest extent permitted by applicable Law (i) each Redemption using cash or Class A Common Stock contributed to Holdings by the Corporation shall be treated as a direct purchase of Common Units by the Corporation from the applicable TRA Party pursuant to Section 707(a)(2)(B) of the Code (or any similar provisions of applicable state or local tax Law) (i.e., equivalent to a Direct Exchange), and (ii) each (A) Exchange, (B) payment made by the Corporation (including under this Agreement, but except with respect to amounts that constitute Imputed Interest) to a TRA Party in connection with an Exchange and (C) each distribution (or deemed distribution) from Holdings to a TRA Party that may reasonably be treated as a transaction between the Corporation and the TRA Party pursuant to Section 707(a)(2)(B) of the Code (or any similar provisions of applicable state or local tax Law) will give rise to an increase or decrease to, or the Corporation’s proportionate share of, the tax basis of the Reference Assets (which are depreciable or amortizable (including assets that will eventually be subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes) under Section 732, 734(b), or 743(b) or 1012 of the Code (or any similar provisions of state or local tax Law) (the “ Basis Adjustments ”). For purposes of determining the Corporation’s proportionate share of the tax basis of the Reference Assets with respect to the Common Units transferred in an Exchange under Treasury Regulations Section 1.743-1(b) (or any similar provisions of state or local tax Law), the consideration paid by the Corporation for such Common Units shall be the Amount Realized. For the avoidance of doubt, the amount of any Basis Adjustment resulting from an Exchange of one or more Common Units is to be determined as if any Pre-Exchange Transfer of such Common Units had not occurred.
(b) Holdings Section 754 Election . The Corporation shall cause each of Holdings and its Subsidiaries that is treated as a partnership for U.S. federal income tax purposes to have in effect an election under Section 754 of the Code (or any similar provisions of applicable state, local or foreign tax Law) for each Taxable Year in which an Exchange occurs. The Corporation shall use commercially reasonable efforts to cause each Person in which Holdings owns a direct or indirect equity interest (other than a Subsidiary and any Person that is directly or indirectly held by or through an entity treated as a corporation for U.S. federal and applicable state and local income tax purposes) that is so treated as a partnership to have in effect any such election for each Taxable Year in which an Exchange occurs.
Section 2.2. Tax Benefit Schedules .
(a) Attribute Schedule . Within one hundred and twenty (120) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the TRA Parties a schedule showing, in reasonable detail, (i) the Covered Tax Assets that are available for use by the Corporation with respect to such Taxable Year with respect to each TRA Party (including the Basis Adjustments with respect
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to the Reference Assets resulting from Exchanges effected in such Taxable Year and the periods over which such Basis Adjustments are amortizable or depreciable), (ii) the portion of the Covered Tax Assets that are available for use by the Corporation in future Taxable Years with respect to each TRA Party and (iii) any limitations on the ability of the Corporation to utilize any Covered Tax Assets under applicable Laws (including as a result of the operation of Section 382 of the Code or Section 383 of the Code) (such schedule, an “ Attribute Schedule ”). An Attribute Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.3( a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.3(b) .
(b) Tax Benefit Schedule . Within one hundred and twenty (120) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment Attributable to a TRA Party, the Corporation shall provide to the TRA Representative for each TRA Party a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “ Tax Benefit Schedule ”). The Tax Benefit Schedule shall also be provided to all TRA Representatives for any Taxable Year in which there is a Realized Tax Benefit or a Realized Tax Detriment. A Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.3(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.3(b) .
(c) Applicable Principles . Subject to the provisions hereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Covered Tax Assets, as determined using a “with and without” methodology (i.e., the Actual Tax Liability being the “with” calculation and the Hypothetical Tax Liability being the “without” calculation). Carryovers or carrybacks of any tax item attributable to any of the Covered Tax Assets shall be considered to be subject to the rules of the Code and the Treasury Regulations, and the appropriate provisions of state and local tax Law, governing the use, limitation or expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to any Covered Tax Assets (a “ TRA Portion ”) and another portion that is not attributable to any Covered Tax Assets (a “ Non-TRA Portion ”), such portions shall be considered to be used in accordance with the “with and without” methodology so that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a) ) and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year.
Section 2.3. Procedures; Amendments .
(a) Procedures . Each time the Corporation delivers a Schedule to any TRA Representative under this Agreement, the Corporation shall, with respect to such Schedule, also (i) deliver to the TRA Representatives supporting schedules and work papers, as reasonably requested by any TRA Representatives, that provide a reasonable level of detail regarding
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relevant data and calculations and (ii) allow the TRA Representatives and their advisors to have reasonable access to the appropriate representatives, as reasonably requested by the TRA Representatives, at the Corporation or the Advisory Firm in connection with a review of relevant information. A Schedule will become final and binding on the TRA Parties thirty (30) calendar days from the date on which the TRA Representatives first received the applicable Schedule unless a TRA Representative, within such period, provides the Corporation with written notice of a material objection (made in good faith) to such Schedule and sets forth in reasonable detail such TRA Representative’s material objection (an “ Objection Notice ”) or such TRA Representative provides a written waiver to the Corporation of its right to give an Objection Notice within such period, in which case such Schedule becomes final and binding on the date the Corporation has received waivers from such TRA Representative. If the Parties, for any reason, are unable to resolve the issues raised in such Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Objection Notice, the Corporation and the applicable TRA Representative shall employ the Reconciliation Procedures described in Section 7.9 and the finalization of the Schedule will be conducted in accordance therewith.
(b) Amended Schedule . A Schedule (other than an Early Termination Schedule) for any Taxable Year may only be and shall be amended from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in such Schedule identified by the Corporation after the date such Schedule was originally provided to the TRA Parties, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryover or carryback of a loss or other tax item to such Taxable Year or (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year (any such Schedule in its amended form, an “ Amended Schedule ”). The Corporation shall provide any Amended Schedule to the applicable TRA Parties within sixty (60) calendar days of the occurrence of an event referred to in any of clauses (i) through (v) of the preceding sentence, and the delivery and finalization of any such Amended Schedule shall, for the avoidance of doubt, be subject to the procedures described in Section 2.3(a) .
ARTICLE III
Tax Benefit Payments
Section 3.1. Timing and Amount of Tax Benefit Payments .
(a) Timing of Payments . Subject to Sections 3.2 and 3.3 , by the date that is fifteen (15) Business Days following the date on which each Tax Benefit Schedule becomes final in accordance with Section 2.3(a) (such date, the “ Final Payment Date ” in respect of any Tax Benefit Payment), the Corporation shall pay in full to each relevant TRA Party the Tax Benefit Payment as determined pursuant to Section 3.1(a) . Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Party. For the avoidance of doubt, no TRA Party shall be required under any circumstances to return any Payment or any Default Rate Interest paid by the Corporation to such TRA Party.
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(b) Amount of Payments . For purposes of this Agreement, a “ Tax Benefit Payment ” with respect to any TRA Party means an amount equal to the sum of the Net Tax Benefit that is Attributable to such TRA Party and the Interest Amount with respect thereto. No Tax Benefit Payment shall be calculated or made in respect of any estimated tax payments, including any estimated U.S. federal income tax payments.
(i) Attributable . A Net Tax Benefit (and related Realized Tax Benefit) is “Attributable” to a TRA Party in accordance with the following principles:
(A) any IPO Existing Basis shall be determined separately with respect to each TRA Party and is Attributable to each TRA Party based on such TRA Party’s relative pro rata share in accordance with their percentage interest of Common Units held immediately after the IPO or, in the case of a Subsequent Capital Contribution, immediately prior to such Subsequent Capital Contribution;
(B) any Exchange Existing Basis shall be determined separately with respect to each TRA Party and is Attributable to each TRA Party to the extent it is attributable to Common Units that were transferred in an Exchange by such TRA Party;
(C) any Basis Adjustments shall be determined separately with respect to each TRA Party and are Attributable to each TRA Party in an amount equal to the total Basis Adjustment relating to Common Units delivered to the Corporation by such TRA Party in the Exchange; and
(D) any deduction to the Corporation in respect of Imputed Interest is Attributable to the TRA Party that is required to include the Imputed Interest in income (without regard to whether such Person is actually subject to tax thereon).
(ii) Net Tax Benefit . The “ Net Tax Benefit ” with respect to a TRA Party for a Taxable Year equals the amount of the excess, if any, of (A) 85% of the Cumulative Net Realized Tax Benefit Attributable to such TRA Party as of the end of such Taxable Year over (B) the aggregate amount of all Tax Benefit Payments previously made to such TRA Party under this Section 3.1 (excluding payments attributable to Interest Amounts).
(iii) Cumulative Net Realized Tax Benefit . The “ Cumulative Net Realized Tax Benefit ” for a Taxable Year equals the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporation up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.
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(iv) Realized Tax Benefit . The “ Realized Tax Benefit ” for a Taxable Year equals the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability and the corresponding impact on the Hypothetical Tax Liability as a result of such audit or similar proceeding, if applicable, shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.
(v) Realized Tax Detriment . The “ Realized Tax Detriment ” for a Taxable Year equals the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability and the corresponding impact on the Hypothetical Tax Liability as a result of such audit or similar proceeding, if applicable, shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.
(vi) Imputed Interest . The parties acknowledge that a portion of any Net Tax Benefit payable by the Corporation to a TRA Party under this Agreement is to be treated as Imputed Interest in accordance with applicable Law.
(vii) Interest Amount . The “ Interest Amount ” in respect of a TRA Party equals interest on the unpaid amount of the Net Tax Benefit with respect to such TRA Party for a Taxable Year, calculated at the Agreed Rate from the due date (without extensions) for filing the U.S. federal income Tax Return of the Corporation for such Taxable Year until the earlier of (A) the date on which no remaining Tax Benefit Payment to the TRA Party is due in respect of such Net Tax Benefit and (B) the applicable Final Payment Date.
(viii) The TRA Parties, Holdings and the Corporation acknowledge and agree that, as of the date of this Agreement and the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income or other applicable tax purposes. Notwithstanding anything to the contrary in this Agreement, if a TRA Party notifies the Corporation in accordance with the following, the stated maximum selling price (within the meaning of Treasury Regulation 15A.453-1(c)(2)) with respect to any transfer of Common Units by a TRA Party pursuant to an Exchange shall not exceed the sum of (A) the amounts described in clauses (i) and (iii) of the definition of Amount Realized with respect to such Exchange plus (B) the amount, if any, set forth in the Redemption Notice (as defined in the Operating Agreement) or other written notification delivered by such TRA Party to the Corporation with respect to the relevant Exchange, and the aggregate Payments under this Agreement to such TRA Party (other than amounts accounted for as interest under the Code) relating to the Exchange shall not exceed the amount described in this clause (B) .
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Section 3.2. No Duplicative Payments . It is intended that the provisions hereunder will not result in the duplicative payment of any amount that may be required under this Agreement, and the provisions hereunder shall be consistently interpreted and applied in accordance with that intent.
Section 3.3. Pro-Ration of Payments as Between the TRA Parties .
(a) Insufficient Taxable Income . Notwithstanding anything in Section 3.1(a) to the contrary, if the aggregate potential Covered Tax benefit of the Corporation as calculated with respect to the Covered Tax Assets (in each case, without regard to the Taxable Year of origination) is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered Tax benefit for the Corporation shall be allocated among the TRA Parties in proportion to the respective Tax Benefit Payments that would have been payable if the Corporation had sufficient taxable income. For example, if the Corporation had $200 of aggregate potential Covered Tax benefits with respect to the Covered Tax Assets in a particular Taxable Year (with $50 of such Covered Tax benefits Attributable to TRA Party A and $150 Attributable to TRA Party B), such that TRA Party A would have been entitled to a Tax Benefit Payment of $42.50 and TRA Party B would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had sufficient actual taxable income, and if the Corporation instead had insufficient actual taxable income in such Taxable Year, such that the Covered Tax benefit was limited to $100, then $25 of the aggregate $100 actual Covered Tax benefit for the Corporation for such Taxable Year would be allocated to TRA Party A and $75 would be allocated to TRA Party B, such that TRA Party A would receive a Tax Benefit Payment of $21.25 and TRA Party B would receive a Tax Benefit Payment of $63.75.
(b) Late Payments . If for any reason the Corporation is not able to fully satisfy its payment obligations to make all Tax Benefit Payments due in respect of a particular Taxable Year, then (i) Default Rate Interest will accrue pursuant to Section 5.2 , (ii) the Corporation shall pay the available amount of such Tax Benefit Payments (and any applicable Default Rate Interest) in respect of such Taxable Year to each TRA Party pro rata in accordance with Section 3.3(a) and (iii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments (and any applicable Default Rate Interest) to all TRA Parties in respect of all prior Taxable Years have been made in full.
Section 3.4. Overpayments . Subject to the procedures described in Section 2.3(a) , to the extent the Corporation makes a payment to a TRA Party in respect of a particular Taxable Year under Section 3.1(a) in an amount in excess of the amount of such payment that should have been made to such TRA Party in respect of such Taxable Year (taking into account Section 3.3 ) under the terms of this Agreement, then such TRA Party shall not receive further payments under Section 3.1(a) or Section 4.3(a) until such TRA Party has foregone an amount of payments equal to such excess; provided , that for the avoidance of the doubt, no TRA Party shall be required to return any payment paid by the Corporation to such TRA Party.
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ARTICLE IV
Termination
Section 4.1. Early Termination of Agreement; Acceleration Events .
(a) Corporation’s Early Termination Right . With the written approval of a majority of the Independent Directors, the Corporation may terminate this Agreement with respect to all or any of the TRA Parties, as and to the extent provided herein, by paying such TRA Party or TRA Parties the Early Termination Payment (along with any applicable Default Rate Interest) due to such TRA Party under this Agreement or such lesser amount otherwise agreed to by the Corporation and such TRA Party or TRA Parties.
(b) Acceleration upon Change of Control . In the event of a Change of Control, the Early Termination Payment (calculated as if an Early Termination Notice had been delivered on the date of the Change of Control) shall become due and payable in accordance with Section 4.3 and the Agreement shall terminate, as and to the extent provided herein.
(c) Acceleration upon Breach of Agreement . In the event of a Material Breach, the Early Termination Payment (calculated as if an Early Termination Notice had been delivered on the date of the Material Breach) shall become due and payable in accordance with Section 4.3 and the Agreement shall terminate, as and to the extent provided herein. Subject to the next sentence, the Corporation’s failure to make a Payment (along with any applicable Default Rate Interest) within ninety (90) calendar days of the applicable Final Payment Date shall be deemed to constitute a Material Breach. To the extent that any Tax Benefit Payment is not made by the date that is ninety (90) calendar days after the relevant Final Payment Date because the Corporation (i) is prohibited from making such payment under Section 5.1 or the terms of any agreement governing any Senior Obligations or (ii) does not have sufficient funds to make such payment, such failure will not constitute a Material Breach; provided , that (A) such payment obligation nevertheless will accrue at the Default Rate Interest for the benefit of the TRA Parties, (B) the Corporation shall promptly (and in any event, within five (5) Business Days) pay the entirety of the unpaid amount (along with any applicable Default Rate Interest) once the Corporation is not prohibited from making such payment under Section 5.1 or the terms of the agreements governing the Senior Obligations and the Corporation has sufficient funds to make such payment and (C) the failure of the Corporation to comply with the foregoing clause (B) will constitute a Material Breach; provided further, that the interest provision of Section 5.2 shall apply to such late payment (unless the Corporation does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate). The Corporation shall use commercially reasonable efforts to maintain sufficient available funds for the purpose of making Tax Benefit Payments under this Agreement.
(d) In the case of a termination pursuant to any of the foregoing paragraphs (a), (b) or (c) , upon the Corporation’s payment to the relevant TRA Parties of the Early Termination Payment (along with any applicable Default Rate Interest) or such lesser amount agreed to by the Corporation and the relevant TRA Parties, the Corporation shall have no
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further payment obligations under this Agreement. For the avoidance of doubt, if an Exchange subsequently occurs with respect to Common Units for which the Corporation has paid the Early Termination Payment in full, the Corporation shall have no obligations under this Agreement with respect to such Exchange or the related Covered Tax Assets.
Section 4.2. Early Termination Notice .
(a) If (i) the Corporation chooses to exercise its termination right under Section 4.1(a) (“ Voluntary Early Termination ”), (ii) a Change of Control occurs or (iii) a Material Breach occurs, the Corporation shall, in each case, deliver to the TRA Parties a reasonably detailed notice of the Corporation’s decision to exercise such right or the occurrence of such event, as applicable (an “ Early Termination Notice ”). In the case of an Early Termination Notice delivered with respect to a Voluntary Early Termination, the Corporation shall deliver an equivalent Early Termination Notice to each other TRA Party at such time; provided, that the Corporation may withdraw such Early Termination Notice and rescind its Voluntary Early Termination at any time prior to the time at which any Early Termination Payment is paid and the terms of this Agreement shall apply as if such Early Termination Notice had never been delivered.
(b) The Corporation shall deliver a schedule showing in reasonable detail the calculation of the Early Termination Payment (an “ Early Termination Schedule ”) (i) simultaneously with the delivery of an Early Termination Notice or (ii) in the case of a termination pursuant to Section 4.1(b) or Section 4.1(c) , as soon as reasonably practicable following the occurrence of the Change of Control or Material Breach giving rise to such termination. The date on which such Early Termination Schedule becomes final in accordance with Section 2.3(a) shall be the “ Early Termination Reference Date ”.
Section 4.3. Payment upon Early Termination .
(a) Timing of Payment . By the date that is fifteen (15) Business Days after the Early Termination Reference Date (such date, the “ Final Payment Date ” in respect of the Early Termination Payment), the Corporation shall pay in full to each applicable TRA Party an amount equal to the Early Termination Payment applicable to such TRA Party or such lesser amount otherwise agreed to by the Corporation and such TRA Party. Such Early Termination Payment or such lesser amount shall be made by the Corporation by wire transfer of immediately available funds to a bank account or accounts designated by the applicable TRA Party.
(b) Amount of Payment . The “ Early Termination Payment ” payable to a TRA Party pursuant to Section 4.3(a) shall equal the sum of (I) the present value, discounted at the Agreed Rate and determined as of the Early Termination Reference Date, of all Tax Benefit Payments (other than any Tax Benefit Payments in respect of Taxable Years ending prior to the Early Termination Effective Date) that would be required to be paid by the Corporation to such TRA Party, beginning from the Early Termination Effective Date and using the Valuation Assumptions plus (II) any unpaid Tax Benefit Payments (including without duplication any payments of Default Rate Interest) in respect of the Taxable Years ending prior to the Early Termination Effective Date. For the avoidance of doubt, an Early Termination Payment shall be
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made to each applicable TRA Party in accordance with this Agreement, regardless of whether a TRA Party has Exchanged all of its Common Units as of the Early Termination Effective Date.
ARTICLE V
Subordination and Late Payments
Section 5.1. Subordination . Notwithstanding any other provision of this Agreement to the contrary, any payment required to be made by the Corporation to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations owed in respect of indebtedness for borrowed money of the Corporation (other than, for the avoidance of doubt, any trade payables, intercompany debt or other similar obligations) (“ Senior Obligations ”) and shall rank pari passu in right of payment with all current or future obligations of the Corporation that are not Senior Obligations. To the extent that any Payment is not permitted to be made when due as a result of this Section 5.1 and the terms of the agreements governing Senior Obligations, such Payment nevertheless shall accrue for the benefit of the TRA Parties (utilizing the Agreed Rate and not the Default Rate) and the Corporation shall make such Payment at the first opportunity that such Payment is permitted to be made in accordance with the terms of the Senior Obligations.
Section 5.2. Late Payments by the Corporation . Subject to the second proviso in the third sentence of Section 4.1(c) , the amount of any Payment not made to any TRA Party by the applicable Final Payment Date shall be payable together with “ Default Rate Interest ”, calculated at the Default Rate and accruing on the amount of the unpaid Payment from the applicable Final Payment Date until the date on which the Corporation makes such Payment to such TRA Party.
ARTICLE VI
Tax Matters; Consistency; Cooperation
Section 6.1. Participation in the Corporation’s and Holdings’ Tax Matters . Except as otherwise provided herein or in Article IX of the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and Holdings, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes provided , however , that the Corporation shall not settle any issue pertaining to Covered Tax Assets that is reasonably expected to materially adversely affect the TRA Parties’ rights and obligations under this Agreement without the consent of the TRA Representatives, such consent not to be unreasonably withheld, conditioned or delayed. If the TRA Representatives fail to respond to any notice with respect to the settlement of any such issue within fourteen (14) Business Days of its receipt of the applicable notice, the TRA Representatives shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify the TRA Representatives of, and keep them reasonably informed with respect to, the portion of any audit of the Corporation, Holdings or any of Holdings’ Subsidiaries by any Taxing Authority, the outcome of which is reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations under this Agreement, including the timing of anticipated Tax Benefit
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Payments and (ii) the TRA Representatives shall have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such issue in any such tax audit. To the extent there is a conflict between this Agreement and the Operating Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and Holdings, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall control.
Section 6.2. Consistency . Except upon the written advice of the Advisory Firm, all calculations and determinations made hereunder, including any Basis Adjustments, the Schedules and the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies and positions taken by the Corporation and the applicable members of Holdings Group on their respective Tax Returns. Each TRA Party shall prepare its Tax Returns in a manner consistent with the terms of this Agreement and any related calculations or determinations made hereunder, including the terms of Section 2.1 and the Schedules provided to each such TRA Party, except as otherwise required by Law. In the event that an Advisory Firm is replaced with another Advisory Firm acceptable to the Audit Committee, the TRA Parties shall cause such replacement Advisory Firm to perform its services necessitated by this Agreement using procedures and methodologies consistent with those of the previous Advisory Firm, unless otherwise required by Law or unless the Corporation and all of the TRA Representatives agree to the use of other procedures and methodologies.
Section 6.3. Cooperation . Each TRA Party, on the one hand, and the Corporation, on the other hand, shall (i) furnish to the other in a timely manner such information, documents and other materials as the other may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any related audit, examination or controversy with any Taxing Authority, or estimating any future Tax Benefit Payments hereunder, (ii) make itself available to the Corporation and its representatives to provide explanations of documents and materials and such other information as may be reasonably requested in connection with any of the matters described in clause (i) above and (iii) reasonably cooperate in connection with any such matter.
ARTICLE VII
Miscellaneous
Section 7.1. Notices . All notices and other communications to be given to any party hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or when received in the form of an electronic transmission (receipt confirmation requested) and shall be directed to the address set forth or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the Corporation or the sending party:
If to the Corporation, to:
Quantinuum Inc.
303 S Technology Court
Broomfield, CO 80021
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Attn: Dr. Rajeeb Hazra, Chief Executive Officer, and Nitesh Sharan, Chief Financial Officer
Phone:
E-mail:
With a copy (which shall not constitute notice) to:
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Attn: Ryan Maierson, Cathy Birkeland and Max Schleusener
Phone:
E-mail:
If to Holdings, to:
Quantinuum Holdings, LLC
303 S Technology Court
Broomfield, CO 80021
Attn: Nitesh Sharan, Chief Financial Office
Phone:
Email:
With a copy (which shall not constitute notice) to:
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Attn: Ryan Maierson, Cathy Birkeland and Max Schleusener
Phone:
E-mail:
If to Honeywell, addressed as follows:
Honeywell International Inc.
855 S. Mint Street
Charlotte, North Carolina 28202
Attn: Su Ping Lu, Senior Vice President, General Counsel and Corporate Secretary; Jake Wasserman, Vice President & General Counsel, Corporate Transactions; Jasmine Johnson, General Counsel, Corporate Governance & Securities; Jason Sieber, Vice President, Taxes
E-mail:
If to CQH, addressed as follows:
Cambridge Quantum Holdings Limited
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2nd Floor Partnership House, Carlisle Place,
London, England, SW1P 1BX
Attn: Ilyas Khan; Waseem Shiraz
E-mail:
With a copy (which shall not constitute notice) to:
Morrison & Foerster LLP
The Scalpel
52 Lime Street
London, United Kingdom EC3M 7AF
Attn: Gary Brown
E-mail:
If to JPMC, addressed as follows:
JPMC Strategic Investments I Corporation
277 Park Ave, Floor 12
New York, NY, 10172-0003
Attn: Ana Capella Gomez-Acebo
E-mail:
If to any other TRA Party, to the address and e-mail address specified on such TRA Party’s signature page to the applicable Joinder or otherwise on file with the Corporation or Holdings.
Section 7.2. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail or other electronic delivery (including, for the avoidance of doubt, by .PDF, DocuSign, email or other electronic transmission) will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version of such agreement delivered in person.
Section 7.3. Entire Agreement . This Agreement, together with the agreements and other documents referenced in this Agreement, constitutes the entire agreement among the Parties pertaining to the transactions contemplated hereby and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining thereto.
Section 7.4. No Third-Party Rights . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement is not intended to, and does not, create rights in any other Person, and no Person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.
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Section 7.5. Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene or to be invalid under, the Laws of any political body having jurisdiction over the subject matter of this Agreement, such contravention or invalidity will not invalidate the entire Agreement. Instead, this Agreement will be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment will be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
Section 7.6. Assignments; Amendments; Successors; No Waiver .
(a) Assignment . Each TRA Party may assign any of its rights under this Agreement to (i) any transferee of Common Units beneficially owned by such TRA Party in a transfer permitted by the Operating Agreement, (ii) to an Affiliate of such TRA Party (other than any direct or indirect shareholder or equityholder of such TRA Party) or (iii) to no more than five (5) transferees (excluding assignments described in clauses (i) and (ii)), in each case, so long as such assignee executes and delivers a Joinder agreeing to succeed to the applicable portion of such TRA Party’s interest in this Agreement and to become a Party for all purposes of this Agreement (the joinder requirement in this sentence, the “ Joinder Requirement ”). No TRA Party may assign, sell, pledge or otherwise alienate or transfer any interest in this Agreement, including the right to receive any payments under this Agreement, to any Person without (i) such Person fulfilling the Joinder Requirement and (ii) except with respect to an assignment pursuant to the preceding sentence, the express prior written consent of the Corporation (the requirement in this clause (ii), the “ Consent Requirement ”). If a TRA Party transfers Common Units in accordance with the terms of the Operating Agreement but does not assign to the Transferee of such Common Units its rights and obligations under this Agreement with respect to such transferred Common Units, (i) such TRA Party shall remain a TRA Party under this Agreement for all purposes, including with respect to the receipt of Tax Benefit Payments to the extent payable hereunder and (ii) the Transferee of such Common Units shall not be a TRA Party for purposes of this Agreement. The Corporation may not assign any of its rights or obligations under this Agreement to any Person (other than in connection with a mandatory assignment or assignment under Section 7.4 ) without the prior written consent of the TRA Representatives (not to be unreasonably withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.
(b) Amendments . No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation and the TRA Representatives; provided , that amendment of the definition of Change of Control will also require the written approval of a majority of the Independent Directors; provided , further that any amendment that materially and adversely affects one or more TRA Parties on a materially disproportionate basis relative to other similarly situated TRA Parties shall require the consent of a majority (measured by Tax Benefit Payments receivable) of such similarly situated TRA Parties so materially disproportionately affected.
(c) Successors . Except as provided in Section 7.6(a) , all of the terms and provisions hereunder shall be binding upon, and shall inure to the benefit of and be enforceable
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by, the Parties and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by equity purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.
(d) Waiver . No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.
Section 7.7. Headings; References; Interpretation . All Article and Section headings in this Agreement are for convenience only and will not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole, including all Exhibits and Schedules attached hereto and not to any particular provision of this Agreement. All references in this Agreement to Articles, Sections, Exhibits and Schedules will, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Exhibits and Schedules attached hereto and all such Exhibits and Schedules attached hereto are hereby incorporated in this Agreement and made a part of this Agreement for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, will include all other genders and the singular will include the plural and vice versa. The use in this Agreement of the word “including” following any general statement, term or matter will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather will be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
Section 7.8. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the internal Laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, without reference to conflict of law rules of that or any other jurisdiction. All actions, claims, cause of actions, demands, hearings, investigations, litigations, mediations, proceedings or suits (each, a “ Legal Proceeding ”) arising out of or relating to this Agreement shall be heard and determined exclusively in the Delaware state courts or federal courts of the United States of America sitting in the State of Delaware and any appellate court from any such court (as applicable, the “ Chosen Courts ”). Consistent with the preceding sentence, the Parties hereby (a) submit to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding arising out of or relating to this Agreement brought by any Party and (b) irrevocably waive and agree not to assert by way of motion, defense or otherwise, in any such Legal Proceeding, any claim that it is not subject personally to
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the jurisdiction of the Chosen Courts, that its property is exempt or immune from attachment or execution, that such Legal Proceeding is brought in an inconvenient forum, that the venue of such Legal Proceeding is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the Chosen Courts. Notwithstanding the foregoing, the judgment against a Party in any Legal Proceeding contemplated above may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and amount of such judgment. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.8 .
Section 7.9. Reconciliation Procedures .
(a) In the event that the Corporation and any TRA Representative are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the procedures set forth in Section 2.3 or Section 4.2 , as applicable, within the relevant time period designated in this Agreement (a “ Reconciliation Dispute ”), the procedures described in this paragraph (the “ Reconciliation Procedures ”) will apply. The Corporation and the applicable TRA Representative shall, within fifteen (15) calendar days of the commencement of a Reconciliation Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “ Expert ”) and submit the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless the Corporation and such TRA Representative agree otherwise, the Expert (and its employing firm) shall not have any material relationship with the Corporation or such TRA Representative or other actual or potential conflict of interest. If the applicable Parties are unable to agree on an Expert within such fifteen (15) calendar-day time period, the selection of an Expert shall be resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by the majority vote of a panel of three arbitrators, of which the Corporation shall designate one arbitrator and the TRA Parties that are party to such dispute shall designate one arbitrator, in each case in accordance with the “screened” appointment procedure provided in Resolution Rule 5.4. and the arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) a Basis Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) a Tax Benefit Schedule or an
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amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any Reconciliation Dispute, and its determinations pursuant to this Section 7.9(a) shall be binding on the applicable Parties and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.9 shall be decided and resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by the majority vote of a panel of three arbitrators, of which the Corporation shall designate one arbitrator and the TRA Parties that are party to such dispute shall designate one arbitrator, in each case in accordance with the “screened” appointment procedure provided in Resolution Rule 5.4.
(b) Subject to the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Representative’s position, in which case the Corporation shall reimburse the TRA Representative for any reasonable and documented out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Representative shall reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation.
Section 7.10. Withholding; Cooperation .
(a) The Corporation and its Affiliates shall be entitled to deduct and withhold from any payment that is payable to any TRA Party pursuant to this Agreement such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment by applicable Law. To the extent that amounts are so deducted and withheld and paid over to the appropriate Taxing Authority by the Corporation, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid by the Corporation to the relevant TRA Party in respect of whom the deduction and withholding was made. Each TRA Party shall promptly provide the Corporation with any applicable tax forms and certifications reasonably requested by the Corporation in connection with determining whether any such deductions and withholdings are required by applicable Law. For the avoidance of doubt, this Section 7.10 shall apply to any Person who becomes a Party to this Agreement pursuant to Section 7.6 .
(b) The applicable Parties shall cooperate and use reasonable best efforts to reduce or eliminate any deductions or withholdings that are subject to Section 7.10(a) .
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Section 7.11. Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets .
(a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of state, local or foreign tax Law, then (i) the provisions of this Agreement shall be applied with respect to the group as a whole, and (ii) Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.
(b) If the Corporation or any member of Holdings Group transfers one or more Reference Assets to a Person treated as a corporation for U.S. federal income tax purposes (with which the Corporation does not file a consolidated Tax Return pursuant to Section 1501 of the Code), unless otherwise agreed to by the Corporation and each of the TRA Representatives, such transferor, for purposes of calculating the amount of any Payment due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by the Corporation or Holdings Group member, as the applicable transferor, shall be equal to the fair market value of the transferred asset plus the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset. For purposes of this Section 7.11 , a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s applicable share of each of the assets and liabilities of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporation or any member of a group described in Section 7.11(a) transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within the meaning of Section 368(a) of the Code) in which such entity does not survive, pursuant to a contribution described in Section 351(a) of the Code or pursuant to any other transaction to which Section 381(a) of the Code applies, the transfer shall not cause such entity to be treated as having transferred any assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) pursuant to this Section 7.11(b); provided , that this sentence shall not apply to any such reorganization, contribution or other transaction, in each case, pursuant to which such entity transfers assets to a corporation with which the Corporation or any member of the group described in Section 7.11(a) (excluding any such member being transferred in such reorganization or other transaction) does not file a consolidated Tax Return pursuant to Section 1501 of the Code.
Section 7.12. Change in Law . Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in Law, a TRA Party reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such TRA Party (or direct or indirect equity holders in such TRA Party) in connection with any Exchange to be treated as ordinary income (other than with respect to assets described in Section 751(a) of the Code) rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or would have other material adverse tax consequences to such TRA Party or any direct or indirect owner of such TRA Party, then, at the written election of such TRA Party in its sole discretion (in an instrument signed by such TRA Party and delivered to the Corporation) and to the extent
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specified therein by such TRA Party, this Agreement shall cease to have further effect and shall not apply to an Exchange occurring after a date specified by such TRA Party; provided , for the avoidance of doubt, such voluntary termination of rights by a TRA Party shall not result in or cause a termination or acceleration event under Section 4.1 .
Section 7.13. Interest Rate Limitation . Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid hereunder with respect to amounts due to any TRA Party hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any TRA Party shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the applicable payment (but in each case exclusive of any component thereof comprising interest) or, if it exceeds such unpaid non-interest amount, refunded to the Corporation. In determining whether the interest contracted for, charged or received by any TRA Party exceeds the Maximum Rate, such TRA Party may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee or premium rather than interest, (ii) exclude voluntary prepayments and the effects thereof or (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the payment obligations owed by the Corporation to such TRA Party hereunder. Notwithstanding the foregoing, it is the intention of the Parties to conform strictly to any applicable usury Laws.
Section 7.14. Independent Nature of Rights and Obligations .
(a) The rights and obligations of each TRA Party hereunder are several and not joint with the rights and obligations of any other Person. A TRA Party shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a TRA Party have the right to enforce the rights or obligations of any other Person hereunder (other than obligations of the Corporation). The obligations of a TRA Party hereunder are solely for the benefit of, and shall be enforceable solely by, the Corporation. Nothing contained herein or in any other agreement or document delivered in connection herewith, and no action taken by any TRA Party pursuant hereto or thereto, shall be deemed to constitute the TRA Parties acting as a partnership, association, joint venture or any other kind of entity, or create a presumption that the TRA Parties are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby.
(b) To the fullest extent permitted by law, none of the TRA Parties shall owe any duties (fiduciary or otherwise) to any other TRA Parties or any other Person in determining to take or refrain from taking any action or decision under or in connection with this Agreement. For purposes of this Agreement, the TRA Parties acknowledge that, in taking or omitting to take any action or decision hereunder, each TRA Party shall be permitted to take into consideration solely its own interests and shall have no duty or obligation to give any consideration to any interest of or factors affecting any other TRA Party or any other Person.
Section 7.15. Coordination with Operating Agreement . To the extent this Agreement imposes obligations on Holdings or a member of Holdings, this Agreement shall be treated as part of the Operating Agreement as described in Section 761(c) of the Code and Treasury Regulations Sections 1.761-1(c) and 1.704-1(b)(2)(ii)( h ). For the avoidance of doubt, the TRA
29
Parties shall be subject to all provisions in the Operating Agreement in their capacity as “Members” (as defined in the Operating Agreement).
Section 7.16. TRA Representatives . By executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed each of the TRA Representatives as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Party which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the TRA Representatives to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the TRA Representatives are authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. Each TRA Representative may resign upon thirty (30) days’ written notice to the Corporation.
[Signature Page Follows this Page]
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IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.
CORPORATION :
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| QUANTINUUM INC. |
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| By: | |
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| Name: |
| Title: |
HOLDINGS :
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| QUANTINUUM HOLDINGS, LLC | |
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| By: | | |
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| Name: | |
| Title: | |
[Signature Page to Tax Receivable Agreement]
TRA PARTIES :
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| HONEYWELL INTERNATIONAL INC. |
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| By: | | |
| Name: | | |
| Title: | | |
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| HONEYWELL HOLDINGS INTERNATIONAL INC. | |
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| By: | | |
| Name: | | |
| Title: | | |
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| CAMBRIDGE QUANTUM HOLDINGS LIMITED |
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| By: | | |
| Name: | | |
| Title: | | |
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| JPMC STRATEGIC INVESTMENTS I CORPORATION |
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| By: | | |
| Name: | | |
| Title: | | |
[Signature Page to Tax Receivable Agreement]
Exhibit A
FORM OF JOINDER AGREEMENT
This JOINDER AGREEMENT, dated as of, 20 (this “ Joinder ”), is delivered pursuant to that certain Tax Receivable Agreement, dated as of [ ], 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Tax Receivable Agreement ”), by and among Quantinuum Inc., a Delaware corporation (the “ Corporation ”), Quantinuum Holdings, LLC, a Delaware limited liability company, and each of the TRA Parties from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.
1. Joinder to the Tax Receivable Agreement . The undersigned hereby represents and warrants to the Corporation that, as of the date hereof, the undersigned has been assigned an interest in the Tax Receivable Agreement from a TRA Party.
2. Joinder to the Tax Receivable Agreement . Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned hereby is and hereafter will be a TRA Party under the Tax Receivable Agreement, with all the rights, privileges and responsibilities of a party thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.
3. Incorporation by Reference . All terms and conditions of the Tax Receivable Agreement are hereby incorporated by reference in this Joinder as if set forth herein in full.
4. Address . All notices under the Tax Receivable Agreement to the undersigned shall be direct to:
[Name]
[Address]
[City, State, Zip Code]
Attn:
Facsimile:
E-mail:
[ Signature Page Follows this Page ]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the day and year first above written.
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| [NAME OF NEW TRA PARTY]
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| By: | | | |
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Acknowledged and agreed
as of the date first set forth above:
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| QUANTINUUM INC. | |
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| By: | | | |
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### EX-10.2 - EX-10.2
EX-10.2
9
exhibit102-sx1a.htm
EX-10.2
Document
Exhibit 10.2
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QUANTINUUM HOLDINGS, LLC
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
Dated as of [ l ], 2026
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THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.
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TABLE OF CONTENTS
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Article I. DEFINITIONS | 2 |
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Article II. ORGANIZATIONAL MATTERS | 18 |
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| Section 2.01 | Formation of the Company | 18 |
| Section 2.02 | Amended and Restated Limited Liability Company | |
| Agreement | 18 |
| Section 2.03 | Name | 18 |
| Section 2.04 | Purpose; Powers | 18 |
| Section 2.05 | Principal Office; Registered Office | 18 |
| Section 2.06 | Term | 19 |
| Section 2.07 | No State-Law Partnership | 19 |
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Article III. MEMBERS; UNITS; CAPITALIZATION | 19 |
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| Section 3.01 | Members | 19 |
| Section 3.02 | Units | 20 |
| Section 3.03 | Authorization and Issuance of Additional Units. | 20 |
| Section 3.04 | Repurchase or Redemption of Shares of Class A Common | |
| Stock; Other Redemptions or Repurchases | 22 |
| Section 3.05 | Certificates Representing Units; Lost, Stolen or Destroyed | |
| Certificates; Registration and Transfer of Units | 22 |
| Section 3.06 | Negative Capital Accounts | 23 |
| Section 3.07 | No Withdrawal | 23 |
| Section 3.08 | Loans From Members | 23 |
| Section 3.09 | Equity Plans | 23 |
| Section 3.10 | Dividend Reinvestment Plan, Cash Option Purchase Plan, | |
| Stock Incentive Plan or Other Plan | 24 |
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Article IV. DISTRIBUTIONS | 24 |
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| Section 4.01 | Distributions | 24 |
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Article V. CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS | 26 |
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| Section 5.01 | Capital Accounts | 26 |
| Section 5.02 | Allocations | 27 |
| Section 5.03 | Special Allocations | 27 |
| Section 5.04 | Tax Allocations | 29 |
| Section 5.05 | Tax Withholding. | 30 |
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Article VI. MANAGEMENT | 32 |
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| Section 6.01 | Authority of Manager | 32 |
| Section 6.02 | Actions of the Manager | 33 |
| Section 6.03 | Resignation; No Removal | 33 |
| Section 6.04 | Vacancies | 33 |
| Section 6.05 | Transactions Between the Company and the Manager | 33 |
| Section 6.06 | Reimbursement for Expenses | 34 |
| Section 6.07 | Delegation of Authority | 35 |
| Section 6.08 | Limitation of Liability of Manager | 35 |
| Section 6.09 | Investment Company Act | 36 |
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Article VII. RIGHTS AND OBLIGATIONS OF MEMBERS AND MANAGER | 36 |
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| Section 7.01 | Limitation of Liability and Duties of Members | 36 |
| Section 7.02 | Lack of Authority | 36 |
| Section 7.03 | No Right of Partition | 36 |
| Section 7.04 | Indemnification | 36 |
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Article VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS | 39 |
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| Section 8.01 | Records and Accounting | 39 |
| Section 8.02 | Fiscal Year | 39 |
| Section 8.03 | Inspection Rights | 39 |
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Article IX. TAX MATTERS | 39 |
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| Section 9.01 | Preparation of Tax Returns | 39 |
| Section 9.02 | Tax Elections | 40 |
| Section 9.03 | Company Representative | 40 |
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Article X. RESTRICTIONS ON TRANSFER OF UNITS; CERTAIN TRANSACTIONS | 41 |
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| Section 10.01 | Transfers by Members | 41 |
| Section 10.02 | Permitted Transfers | 42 |
| Section 10.03 | Restricted Units Legend | 42 |
| Section 10.04 | Transfer | 43 |
| Section 10.05 | Assignee’s Rights | 43 |
| Section 10.06 | Assignor’s Rights and Obligations | 43 |
| Section 10.07 | Overriding Provisions | 44 |
| Section 10.08 | Spousal Consent | 45 |
| Section 10.09 | Certain Transactions with respect to the Corporation | 45 |
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Article XI. REDEMPTION AND DIRECT EXCHANGE RIGHTS | 47 |
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| Section 11.01 | Redemption Right of a Member. | 47 |
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| Section 11.02 | Election and Contribution of the Corporation | 51 |
| Section 11.03 | Direct Exchange Right of the Corporation | 51 |
| Section 11.04 | Reservation of Shares of Class A Common Stock; Listing; | |
| Certificate of the Corporation | 53 |
| Section 11.05 | Effect of Exercise of Redemption or Direct Exchange | 53 |
| Section 11.06 | Tax Treatment | 53 |
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Article XII. ADMISSION OF MEMBERS | 55 |
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| Section 12.01 | Substituted Members | 55 |
| Section 12.02 | Additional Members | 55 |
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Article XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS | 55 |
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| Section 13.01 | Withdrawal and Resignation of Members | 55 |
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Article XIV. DISSOLUTION AND LIQUIDATION | 56 |
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| Section 14.01 | Dissolution | 56 |
| Section 14.02 | Winding Up | 56 |
| Section 14.03 | Deferment; Distribution in Kind | 57 |
| Section 14.04 | Cancellation of Certificate | 57 |
| Section 14.05 | Reasonable Time for Winding Up | 58 |
| Section 14.06 | Return of Capital | 58 |
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Article XV. GENERAL PROVISIONS | 58 |
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| Section 15.01 | Power of Attorney | 58 |
| Section 15.02 | Confidentiality | 59 |
| Section 15.03 | Amendments | 60 |
| Section 15.04 | Title to Company Assets | 61 |
| Section 15.05 | Addresses and Notices | 61 |
| Section 15.06 | Binding Effect; Intended Beneficiaries | 62 |
| Section 15.07 | Creditors | 62 |
| Section 15.08 | Waiver | 62 |
| Section 15.09 | Counterparts | 62 |
| Section 15.10 | Applicable Law | 62 |
| Section 15.11 | Severability | 63 |
| Section 15.12 | Further Action | 63 |
| Section 15.13 | Execution and Delivery by Electronic Signature and | |
| Electronic Transmission | 63 |
| Section 15.14 | Right of Offset | 63 |
| Section 15.15 | Entire Agreement | 63 |
| Section 15.16 | Remedies | 64 |
| Section 15.17 | Descriptive Headings; Interpretation | 64 |
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Schedules | | |
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Schedule 1 | – | Schedule of Members |
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Exhibits | | |
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Exhibit A | – | Form of Joinder Agreement |
Exhibit B-1 | – | Form of Agreement and Consent of Spouse |
Exhibit B-2 | – | Form of Spouse’s Confirmation of Separate Property |
Exhibit C | – | Policy Regarding Certain Equity Issuances |
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QUANTINUUM HOLDINGS, LLC
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “ Agreement ”) of Quantinuum Holdings, LLC, a Delaware limited liability company (the “ Company ”), dated as of [ l ], 2026 (the “ Effective Date ”), is entered into by and among the Company, Quantinuum Inc., a Delaware corporation (the “ Corporation ”), as the sole managing member of the Company and each of the other Members (as defined herein).
RECITALS
WHEREAS, unless the context otherwise requires, capitalized terms used herein have the respective meaning ascribed to them in Article I ;
WHEREAS, the Company was formed as a limited liability company with the name “Quantinuum Holdings, LLC”, pursuant to and in accordance with the Delaware Act by the filing of the certificate of formation (the “ Certificate ”) with the Secretary of State of the State of Delaware pursuant to Section 18-201 of the Delaware Act on April 21, 2026;
WHEREAS, immediately prior to the date hereof, the Company was governed by that certain Operating Agreement of the Company, dated as of April 21, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, together with all schedules, exhibits and annexes thereto, the “ Original LLC Agreement ”), among the Company and Honeywell International Inc., a Delaware corporation (the “ HON Member ”) and adopted and approved by the HON Member as the Managing Member (as defined in the Original LLC Agreement);
WHEREAS, the Company is the sole member of Quantinuum Merger Sub Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ Merger Sub ”);
WHEREAS, on the date hereof and immediately prior to the IPO (as defined below), Merger Sub will merge with and into Quantinuum, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ Quantinuum (Cayman) ”), with Quantinuum (Cayman) surviving as a wholly owned subsidiary of the Company (the “ Merger ”), pursuant to which the former holders of equity interests of Quantinuum (Cayman) (the “ Former QL Holders ”) will, by virtue of the Merger, receive the newly issued Common Units (as defined below) and become Members of the Company, and as a result of the Merger, the Company will be treated as a continuation of Quantinuum (Cayman) for U.S. federal income tax purposes pursuant to Section 708 of the Code;
WHEREAS, immediately following the Merger, Colorado Holdco, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Blocker ”), will merge with and into the Corporation with the Corporation surviving the merger (the “ Blocker Merger ”), pursuant to which the Corporation will, by virtue of the Merger, receive the number of Common Units issued to the Blocker in the Merger;
WHEREAS, the number of Common Units held by each Former QL Holder and the Corporation following the Merger and the Blocker Merger are set forth opposite such Person’s name on Schedule 1 ;
WHEREAS, in connection with the Merger, the Blocker Merger and the IPO, the Corporation will become the sole managing member of the Company and the Company and the Corporation will effectuate certain other transactions to combine the businesses of the Company and the Corporation;
WHEREAS, in connection with the IPO, the Corporation will issue shares of its Class A Common Stock in an initial public offering of its Class A Common Stock (the “ IPO ”) and use the net proceeds received from the IPO (the “ IPO Net Proceeds ”) to purchase newly issued Common Units from the Company pursuant to the Master Reorganization Agreement (the “ Unit Purchase ”);
WHEREAS, in connection with the foregoing matters, the Company and the Members desire to continue the Company without dissolution and amend and restate the Original LLC Agreement in its entirety as of the Effective Date to reflect, among other things, (a) the admission of the Former QL Holders as Members, (b) the admission of the Corporation as a Member and its designation as sole Manager the Company and (c) the other rights and obligations of the Members, the Company, the Manager and the Corporation, in each case, as provided and agreed upon in the terms of this Agreement as of the Effective Date, at which time the Original LLC Agreement shall be superseded entirely by this Agreement and shall be of no further force or effect; and
WHEREAS, the Managing Member (as defined in the Original LLC Agreement), by resolution dated, [ l ], 2026, has consented to the amendment and restatement of the Original LLC Agreement and the adoption of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Original LLC Agreement is hereby amended and restated in its entirety and the Company, the Corporation and the other Members, each intending to be legally bound, each hereby agrees as follows:
ARTICLE I.
DEFINITIONS
The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary.
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“ Additional Member ” has the meaning set forth in Section 12.02 .
“ Adjusted Capital Account Deficit ” means, with respect to the Capital Account of any Member as of the end of any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Member’s Capital Account balance shall be:
(a) reduced for any items described in Treasury Regulations Sections 1.704- 1(b)(2)(ii)(d)(4), (5) and (6); and
(b) increased for any amount such Member is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i)(5) (relating to minimum gain).
“ Admission Date ” has the meaning set forth in Section 10.06 .
“ Affiliate ” (and with correlative meaning “ Affiliated ”) means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, such Person. The term “ control ” (including with correlative meanings, “ controlled by ” and “ under common control with ”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement or otherwise) of a Person. With respect to each Member other than the Corporation, each of the following shall be deemed an “ Affiliate ”: (a) a trust, family limited partnership or similar estate planning vehicle, under which the distribution of Units may be made only to beneficiaries who are such Member, such Member’s current or former spouse, siblings, parents or spouse’s or former spouse’s parents or siblings or lineal descendants (whether natural or adopted) of the Member, such Member’s current or former spouse, siblings, parents or current or former spouse’s parents or siblings and any charitable foundation of such Member, (b) a charitable remainder trust, the income of which shall be paid to such Member during such Member’s life and (c) such Member’s current or former spouse, siblings, parents or current or former spouse’s parents or siblings or lineal descendants (whether natural or adopted) of the Member, such Member’s current or former spouse, siblings, parents or current or former spouse’s siblings or parents and any charitable foundation or other charitable donee of such Member. Notwithstanding the foregoing, the HON Member and the CQH Member shall not be deemed to be an Affiliate of the Company or the Corporation or any subsidiary or controlled Affiliate of the Company or the Corporation (or vice versa).
“ Agreement ” has the meaning set forth in the Preamble.
“ Allocation Period ” means, as applicable, the period (a) beginning the day following the end of a prior Allocation Period and (b) ending: (i) on the last day of each Fiscal Year, (ii) the day preceding any day in which an adjustment to the Book Value of the Company’s properties pursuant to clauses (b)(i), (b)(ii), (b)(iii) or (b)(v) of the definition of Book Value occurs, (iii) immediately after any day in which an adjustment to the Book Value of the Company’s
3
properties pursuant to clause (b)(iv) of the definition of Book Value occurs or (iv) on any other date determined by the Manager.
“ Assignee ” means a Person to whom a Unit has been transferred but who has not become a Member pursuant to Article XII .
“ Black-Out Period ” means any “black-out” or similar period under the Corporation’s policies covering trading in the Corporation’s securities to which the applicable Redeeming Member is subject (or will be subject at such time as it owns Class A Common Stock), which period restricts the ability of such Redeeming Member to immediately resell shares of Class A Common Stock to be delivered to such Redeeming Member in connection with a Share Settlement.
“ Block Transfer ” means any Redemption by a Member and any related persons (within the meaning of Section 267(b) or 707(b)(1) of the Code) in one or more transactions during any thirty (30) calendar day period of Common Units representing in the aggregate more than two percent (2%) of the total interests in the Company’s capital or profits, which meets the requirements of a “block transfer” pursuant to Treasury Regulations Section 1.7704-1(e)(2).
“ Book Value ” means, with respect to any property of the Company, the Company’s adjusted basis for U.S. federal income tax purposes , except as follows:
(a) The initial Book Value of any property contributed by a Member to the Company shall be the Fair Market Value of such property as of the date of such contribution;
(b) The Book Values of all properties shall be adjusted to equal their respective Fair Market Values to reflect any Unrealized Gain or Unrealized Loss attributable to such Company assets as of the following times: (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution to the Company or in exchange for the performance of services to or for the benefit of the Company, (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company, (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), (iv) the acquisition of an interest in the Company by any new or existing Member upon the exercise of a noncompensatory option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s) or (v) any other event to the extent determined by the Manager to be permitted and necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)( q ); provided , however , that adjustments pursuant to clauses (b)(i), (b)(ii) and (b)(iv) above shall be made only if the Manager determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. If any noncompensatory options are outstanding upon the occurrence of an event described in clauses (b)(i) through (b)(v) above, the Company shall adjust the Book Values of its properties in
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accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2);
(c) In determining such Unrealized Gain or Unrealized Loss, the aggregate Fair Market Values of all Company property (including cash or cash equivalents) immediately prior to the issuance of additional Equity Securities of the Company that are treated as equity for U.S. federal income tax purposes shall be determined by the Manager using such reasonable method of valuation as it may adopt. For the avoidance of doubt, the preceding sentence shall apply in the case of a Revaluation Event resulting from the exercise of a noncompensatory option or a Revaluation Event in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)( s ), immediately after the issuance of Equity Securities of the Company that are treated as equity for U.S. federal income tax purposes acquired pursuant to the exercise of such noncompensatory option. In making its determination of the Fair Market Values of individual properties, the Manager may: (i) reasonably determine an aggregate value for the assets of the Company that takes into account the current trading price of the Class A Common Stock, the fair market value of all other Equity Securities at such time and the amount of Company liabilities and (ii) allocate such aggregate value among the individual properties of the Company (in such manner as the Manager reasonably determines appropriate). Absent a contrary determination by the Manager, the aggregate Fair Market Values of all Company assets (including cash or cash equivalents) immediately prior to a Revaluation Event shall be the value that would result in the Per Unit Capital Amount of each Common Unit that is outstanding prior to such Revaluation Event being equal to the Event Issue Value;
(d) The Book Value of property distributed to a Member shall be adjusted to equal the Fair Market Value of such property as of the date of such distribution to reflect any Unrealized Gain or Unrealized Loss attributable to any Company asset; and
(e) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Section 734(b) of the Code (including any such adjustments pursuant to Treasury Regulations Section 1.734-2(b)(1)), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv) (m) and clause (e) of the definition of Net Profits or Net Losses or Section 5.03(f) . Notwithstanding the foregoing, the Book Value of property shall not be adjusted pursuant to this clause (e) if the Manager reasonably determines an adjustment pursuant to clause (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (e).
(f) If the Book Value of property has been determined or adjusted pursuant to clauses (a), (b) or (e) of this definition, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Net Profits, Net Losses and other items allocated pursuant to Section 5.02 and Section 5.03 .
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“ Business Day ” means any day other than a Saturday, Sunday or day on which banks located in New York City, New York are authorized or required by Law to close.
“ Capital Account ” means the capital account maintained for a Member in accordance with Section 5.01 .
“ Capital Contribution ” means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member (or such Member’s predecessor) contributes (or is deemed to contribute) to the Company pursuant to Article III hereof.
“ Cash Settlement ” means immediately available funds in U.S. dollars in an amount equal to the Redeemed Units Equivalent; provided , that such funds were received from a Qualified Offering.
“ Certificate ” has the meaning set forth in the Preamble.
“ Certificate of Formation ” means the Certificate of Formation of the Company, as amended from time to time.
“ Change of Control ” means the occurrence of any of the following events:
(1) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding (i) any employee benefit plan of such person and its subsidiaries, (ii) any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (iii) Permitted Transferees) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of voting securities representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding voting securities of the Corporation;
(2) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a sale or other disposition, directly or indirectly, by the Corporation of all or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of the Company);
(3) there is consummated a merger or consolidation of the Corporation with any other corporation or entity and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporation outstanding immediately prior to such merger or consolidation do not continue to represent, or are not converted into, voting securities representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or
(4) the Corporation ceases to be the sole Manager of the Company.
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Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock, Class B Common Stock, preferred stock and/or any other class or classes of capital stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.
“ Change of Control Date ” has the meaning set forth in Section 10.09(a) .
“ Change of Control Transaction ” means any Change of Control that was approved by the Corporate Board prior to such Change of Control.
“ Class A Common Stock ” means the shares of Class A common stock, par value $0.0001 per share, of the Corporation.
“ Class B Common Stock ” means the shares of Class B common stock, par value $0.0001 per share, of the Corporation.
“ Closing Sale Price ” means, for any share of Class A Common Stock as of any date, the last trade price for such share on the Trading Market, as reported by Bloomberg Financial Markets or, if the Trading Market begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such share prior to 4:00:00 p.m., New York Time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such share in the over-the-counter market on the electronic bulletin board for such share as reported by Bloomberg Financial Markets or, if no last trade price is reported for such share by Bloomberg Financial Markets, the Closing Sale Price of such share on such date shall be the fair market value as determined by the Corporation in its reasonable discretion.
“ Code ” means the United States Internal Revenue Code of 1986, as amended. Unless the context requires otherwise, any reference herein to a specific section of the Code shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.
“ Common Unit ” means a Unit designated as a “Common Unit” and having the rights and obligations specified with respect to the Common Units in this Agreement.
“ Common Unit Redemption Price ” means, with respect to any Redemption or Direct Exchange, the net amount, on a per share basis, received as a result of a substantially contemporaneous Qualified Offering of Class A Common Stock by the Corporation.
“ Company ” has the meaning set forth in the Preamble.
“ Company Minimum Gain ” means “partnership minimum gain” determined pursuant to Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
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“ Company Representative ” has the meaning assigned to the term “partnership representative” in Section 6223 of the Code and any Treasury Regulations or other administrative or judicial pronouncements promulgated thereunder.
“ Confidential Information ” has the meaning set forth in Section 15.02(a) .
“ CQH Member ” means Cambridge Quantum Holdings Limited.
“ Corporate Board ” means the board of directors of the Corporation.
“ Corporate Incentive Award Plan ” means the 2026 Incentive Award Plan of the Corporation, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“ Corporation ” has the meaning set forth in the recitals to this Agreement, together with its successors and assigns.
“ Corresponding Rights ” means any rights issued with respect to a share of Class A Common Stock or Class B Common Stock pursuant to a “poison pill” or similar stockholder rights plan approved by the Corporate Board.
“ Credit Agreements ” means any promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to which the Company or any of its Subsidiaries is or becomes a borrower, as such instruments or agreements may be amended, restated, supplemented or otherwise modified from time to time and including any one or more refinancing or replacements thereof, in whole or in part, with any other debt facility or debt obligation, for as long as the payee or creditor to whom the Company or any of its Subsidiaries owes such obligation is not an Affiliate of the Company.
“ Delaware Act ” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. , as it may be amended from time to time, and any successor thereto.
“ Depreciation ” means, for each applicable Allocation Period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Allocation Period, except that (a) with respect to any such property the Book Value of which differs from its adjusted basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Allocation Period shall be the amount of book basis recovered for such Allocation Period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2) and (b) with respect to any other such property the Book Value of which differs from its adjusted basis for U.S. federal income tax purposes at the beginning of such Allocation Period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization or other cost recovery deduction for such Allocation Period bears to such beginning adjusted basis. Notwithstanding the foregoing, if the adjusted basis for U.S. federal income tax purposes of an asset at the beginning of such Allocation Period is zero, Depreciation with respect to such asset shall be determined
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with reference to such beginning Book Value using any reasonable method selected by the Manager.
“ DGCL ” means the General Corporation Law of the State of Delaware, as it may be amended from time to time.
“ Direct Exchange ” has the meaning set forth in Section 11.03(a) .
“ Discount ” has the meaning set forth in Section 6.06 .
“ Disinterested Majority ” means a majority of the directors of the Corporate Board who are disinterested, as determined by the Corporate Board in accordance with the DGCL, with respect to the matter being considered by the Corporate Board; provided, that to the extent a matter being considered by the Corporate Board is required to be considered by disinterested directors under the rules of the Stock Exchange or, if the Class A Common Stock is not listed or admitted to trading on the Stock Exchange, the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading, the Securities Act or the Exchange Act, such rules with respect to the definition of disinterested director shall apply solely with respect to such matter.
“ Distributable Cash ” means, as of any relevant date on which a determination is being made by the Manager regarding a potential distribution pursuant to Section 4.01(a) or Section 4.01(b) , the amount of cash that could be distributed by the Company for such purposes in accordance with any applicable Credit Agreements (and without otherwise violating any applicable provisions of any applicable Credit Agreements) and applicable Law.
“ Distribution ” (and, with a correlative meaning, “ Distribute ”) means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however , that the following shall not be a Distribution: any recapitalization or any exchange of securities of the Company, in each case, that does not result in the distribution of cash or property (other than securities of the Company) to Members, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units.
“ Effective Date ” has the meaning set forth in the Preamble.
“ Election Notice ” has the meaning set forth in Section 11.01(b) .
“ Equity Plan ” means any option, stock, unit, stock unit, appreciation right, phantom equity or other incentive equity or equity-based compensation plan or program, in each case, now or hereafter adopted by the Company or the Corporation, including the Corporate Incentive Award Plan.
“ Equity Securities ” means, with respect to any Person, (a) Units or other equity interests in such Person or any Subsidiary of such Person (including, with respect to the Company and its
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Subsidiaries, other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity interests in the Company or any Subsidiary of the Company), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any equity interests in such Person or any Subsidiary of such Person and (c) warrants, options or other rights to purchase or otherwise acquire any equity interests in such Person or any Subsidiary of such Person.
“ Estate Planning Vehicle ” means, with respect to any Member (or former Member) that is a natural person, (a) a trust which is at all times controlled by such Member (or former Member) under which a distribution of such Member’s (or former Member’s) Units may be made only to beneficiaries who are such Member (or former Member), his or her spouse, his or her parents or his or her lineal descendants, (b) a charitable remainder trust which is at all times controlled by such Member (or former Member), the income from which will be paid to such Member (or former Member) during his or her life, (c) a corporation, the sole assets of which are Equity Securities in the Company, and at all times the majority and controlling shareholder of which is only such Member (or former Member) and the remaining shareholders of which are either such Member (or former Member) or his or her spouse, his or her parents or his or her lineal descendants and (d) a partnership or limited liability company, the sole assets of which are Equity Securities in the Company, and at all times the general partner or managing or majority member of which is only such Member (or former Member), and the remaining partners or members of which are either such Member (or former Member) or his or her spouse, his or her parents or his or her lineal descendants.
“ Event Issue Value ” means, with respect to any Common Unit as of any date of determination, (a) in the case of a Revaluation Event that includes the issuance of Common Units to the Corporation with respect to a public offering by the Corporation, the price paid by the Corporation for such Common Units (in accordance with this Agreement) or (b) in the case of any other Revaluation Event, the Closing Sale Price of the Class A Common Stock on the date of such Revaluation Event or, if the Manager determines that a value for the Common Unit other than such Closing Sale Price more accurately reflects the Event Issue Value, the value determined by the Manager.
“ Event of Withdrawal ” means the occurrence of any event that terminates the continued membership of a Member in the Company. “Event of Withdrawal” shall not include an event that (a) terminates the existence of a Member for U.S. federal income tax purposes (including, without limitation, (i) a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, (ii) a sale of assets by, or liquidation of, a Member pursuant to an election under Sections 336 or 338 of the Code or (iii) merger, severance or allocation within a trust or among sub-trusts of a trust that is a Member) but that (b) does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member).
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“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and any applicable rules and regulations promulgated thereunder and any successor to such statute, rules or regulations .
“ Exchange Election Notice ” has the meaning set forth in Section 11.03(b) .
“ Excise Tax Reimbursement ” has the meaning set forth in Section 4.01(b)(ii) .
“ Fair Market Value ” of a specific asset of the Company will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the Manager (or, if pursuant to Section 14.02 , the Liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.
“ Fiscal Year ” means the Company’s annual accounting period established pursuant to Section 8.02 .
“ Governmental Entity ” means (a) the United States of America, (b) any other sovereign nation, (c) any state, province, county, municipal, district, territory or other political subdivision of (a) or (b) of this definition, including, but not limited to, any county, municipal or other local subdivision of the foregoing or (d) any agency, arbitrator or arbitral body (public or private), authority, board, body, bureau, commission, court, department, entity, instrumentality, organization (including any public international organization such as the United Nations) or tribunal exercising executive, legislative, judicial, quasi-judicial, regulatory or administrative functions of or pertaining to government on behalf of (a), (b) or (c) of this definition.
“ Indemnified Person ” has the meaning set forth in Section 7.04(a) .
“ Investment Company Act ” means the U.S. Investment Company Act of 1940, as amended from time to time.
“ IPO ” has the meaning set forth in the Recitals.
“ IPO Net Proceeds ” has the meaning set forth in the Recitals.
“ IRS ” means the U.S. Internal Revenue Service.
“ Joinder ” means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.
“ Law ” means all laws, statutes, acts, constitutions, treaties, principles of common law, codes, ordinances, rules and regulations of any Governmental Entity.
“ Liquidating Event ” has the meaning set forth in Section 14.01 .
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“ Liquidator ” has the meaning set forth in Section 14.02 .
“ Manager ” has the meaning set forth in Section 6.01 .
“ Master Reorganization Agreement ” means that certain Master Reorganization Agreement, dated as of the Effective Date, by and among the Company, the Corporation, Quantinuum (Cayman), Colorado Holdco, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and Merger Sub, effecting certain corporate actions to facilitate the IPO.
“ Member ” means, as of any date of determination, (a) each of the members named on the Schedule of Members and (b) any Person admitted to the Company as a Substituted Member or Additional Member in accordance with Article XII , but in each case only so long as such Person is shown on the Company’s books and records as the owner of one or more Units, each in its capacity as a member of the Company.
“ Member Nonrecourse Debt ” means liabilities of the Company treated as “partner nonrecourse debt” under Treasury Regulations Section 1.704-2(b)(4).
“ Member Nonrecourse Debt Minimum Gain ” has the meaning of “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i)(2).
“ Member Nonrecourse Deductions ” means, in any year, the Company deductions that are characterized as “partner nonrecourse deductions” under Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).
“ Merger ” has the meaning set forth in the recitals to this Agreement.
“ Merger Agreement ” means that certain Merger Agreement, dated as of the Effective Date, by and between the Company, Merger Sub and Quantinuum (Cayman).
“ Minimum Redemption Number ” with respect to a Redemption by any Member means the lesser of (i) 10,000 Common Units and (ii) all of the Common Units held by the Redeeming Member.
“ Net Profit ” and “ Net Loss ” means, for each applicable Allocation Period, an amount equal to the Company’s taxable income or loss for such Allocation Period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, deduction or credit required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments (without duplication):
(a) any income of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Net Profit or Net Loss pursuant to this definition of “Net Profit” and “Net Loss” shall be added to such taxable income or loss;
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(b) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profit and Net Loss pursuant to this definition of “Net Profit” and “Net Loss,” shall be subtracted from such taxable income or loss;
(c) gain or loss resulting from any disposition of any asset of the Company with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed by reference to the Book Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Book Value;
(d) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Period, computed in accordance with the definition of Depreciation;
(e) to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profit or Net Loss;
(f) if the Book Value of any asset of the Company is adjusted in accordance with clause (b) or (d) of the definition of Book Value, the amount of such adjustment shall be taken into account, in the applicable Allocation Period, as gain or loss from the disposition of such asset for purposes of computing Net Profit or Net Loss; and
(g) notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 5.03 shall not be taken into account in computing Net Profit and Net Loss.
The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 5.03 shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (f) above.
“ Non-Foreign Person Certificate ” has the meaning set forth in Section 11.06(a) .
“ Officer ” has the meaning set forth in Section 6.01(b) .
“ One-to-One Ratios ” has the meaning set forth in Section 3.03(a) .
“ Original LLC Agreement ” has the meaning set forth in the Recitals.
“ Other Agreements ” has the meaning set forth in Section 10.04 .
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“ Partnership Tax Audit Rules ” means Sections 6221 through 6241 of the Code, as amended, together with any final or temporary Treasury Regulations and other official guidance interpreting Sections 6221 through 6241 of the Code, as amended (and any analogous provision of state or local tax Law).
“ Per Unit Capital Amount ” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any class of Units held by a Member.
“ Percentage Interest ” means, with respect to a Member at a particular time, such Member’s percentage interest in the Company determined by dividing the number of such Member’s Units by the total number of Units of all Members at such time. The Percentage Interest of each Member shall be calculated to the fourth decimal place.
“ Permitted Pledge ” means any pledge, hypothecation or grant of security over Units by a Member or any Affiliate thereof with respect to all or any portion of its Units (or any beneficial interest therein) to or in favor of any bank or financial institution as collateral for (a) any loan, advance, extension of credit or (b) any derivative transaction referencing the Class A Common Stock (including, without limitation, any transaction which transfers some or all of the economic risk of ownership of Class A Common Stock, including any forward contract, equity swap, put or call, put or call equivalent position, collar, sale of exchangeable security or any similar transaction), in the case of each of clause (a) and (b), other than a total return swap or other transaction or instrument which is deemed to transfer some or all of the beneficial ownership of any Units for U.S. federal income tax purposes.
“ Permitted Transfer ” has the meaning set forth