Heritage Assets SCSp Amends Arqit Quantum Stake

TL;DR

Heritage Assets SCSp just updated their Arqit Quantum stake. Big shareholder move.

AI Summary

Heritage Assets SCSp, through its filing on September 30, 2024, has amended its Schedule 13D regarding Arqit Quantum Inc. The filing indicates a change in beneficial ownership, with Heritage Assets SCSp now holding a significant stake in the company. The specific percentage and number of shares are detailed within the full filing.

Why It Matters

This filing signals a potential shift in control or influence over Arqit Quantum Inc. by a significant shareholder, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in significant beneficial ownership can indicate shifts in company strategy or potential activist involvement, introducing uncertainty.

Key Players & Entities

• Heritage Assets SCSp (company) — Filing person
• Arqit Quantum Inc. (company) — Subject company
• Cristina Levis (person) — Authorized to receive notices

FAQ

Key Financial Figures

• $0.000004 — c. (Name of Issuer) Ordinary Shares, $0.000004 par value per share (Title of Class o
• $2.50 — cement, at a combined offering price of $2.50 per Ordinary Share and warrant. The war
• $5.00 — ned in the Purchase Agreement), exceeds $5.00 for 60 consecutive Trading Days (such l
• $11,500,000.00 — in with cash in the aggregate amount of $11,500,000.00. The source of funds for such transacti

Filing Documents

• tm2425367d1_sc13da.htm (SC 13D/A) — 58KB
• 0001104659-24-105203.txt ( ) — 60KB

Security and Issuer

ITEM 1. Security and Issuer. The class of equity security to which this Amendment No. 3 relates is the Ordinary Shares, $0.000004 par value per share, of the Issuer. The address of the principal executive offices of the Issuer is 1st Floor, 3 Orchard Place, London SW1H 0BF, United Kingdom. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Identity and Background

ITEM 2. Identity and Background. No material changes.

Source and Amount of Funds or Other Consideration

ITEM 3. Source and Amount of Funds or Other Consideration. The Ordinary Shares reported herein as beneficially owned by the Reporting Persons were acquired pursuant to the securities purchase agreement, dated September 30, 2024 (the “Purchase Agreement”), pursuant to which Heritage Assets SCSp purchased 4,600,000 Ordinary Shares in a registered direct offering, together with warrants to purchase up to 4,600,000 Ordinary Shares in a concurrent private placement, at a combined offering price of $2.50 per Ordinary Share and warrant. The warrants are not exercisable until the later of (i) one year from the date of issuance of the warrants, (ii) the date of the approval by Arqit’s shareholders of an increase in authorized capital sufficient to permit the exercise of the warrants, and (iii) the date that the official closing price of the Ordinary Shares, as reported on the Trading Market (as defined in the Purchase Agreement), exceeds $5.00 for 60 consecutive Trading Days (such later date, the “Exercise Date”). The warrants will be exercisable for a period of one year following the Exercise Date. The warrants will terminate on the earlier of (x) 5:00 p.m. (New York City time) on the last day of the exercise period or (y) 5:00 p.m. (New York City time) on the date falling five years after the date of issuance. The Ordinary Shares and warrants were acquired pursuant to the Purchase Agreement reported herein with cash in the aggregate amount of $11,500,000.00. The source of funds for such transaction was the proceeds of the sale of Silversea Cruises by Heritage Cruise Holding Ltd., an affiliate of Heritage Assets SCSp, to Royal Caribbean Group.

Purpose of Transaction

ITEM 4. Purpose of Transaction.

of the Schedule 13D is amended by adding

Item 4 of the Schedule 13D is amended by adding the information in Item 3 of this Amendment No. 3.

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer. (a), (b) The responses of the Reporting Person with respect to Rows 7 through 13 of the respective cover pages of the individual Reporting Persons to this Amendment No. 3 are incorporated herein by reference. The Reporting Persons’ aggregate percentage of beneficial owned is based on 14,217,625 Ordinary Shares outstanding (including Ordinary Shares that the Reporting Persons have a right to acquire within 60 days) as of September 30, 2024, based on information provided by the Issuer. (c) Except as set forth in this Amendment No. 3, none of the Reporting Persons has engaged in any transaction with respect to the Ordinary Shares during the 60 days prior to the date of filing of this Amendment No. 3. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationship with

ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer. No material changes.

Material to Be Filed as Exhibits

ITEM 7. Material to Be Filed as Exhibits. Exhibit Number Description 1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K (File No.001-40777) filed on October 1, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 2, 2024 HERITAGE ASSETS SCSp By: M Management S.A. Its: Manager By: /s/ Manfredi Lefebvre d’Ovidio Name: Manfredi Lefebvre d’Ovidio Title: Director Dated: October 2, 2024 M MANAGEMENT S.A. By: /s/ Manfredi Lefebvre d’Ovidio Name: Manfredi Lefebvre d’Ovidio Title: Director Dated: October 2, 2024 MANFREDI LEFEBVRE D’OVIDIO /s/ Manfredi Lefebvre d’Ovidio Manfredi Lefebvre d’Ovidio

View Full Filing

View this SC 13D/A filing on SEC EDGAR