SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Arqit Quantum Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G0567U101
(CUSIP Number)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON
Liberum Wealth Limited(1) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
20,011,538(1)(2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
20,011,538(1)(2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,011,538(1)(2) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.649%(1)(2)(3) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Includes 3,102 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) held by Notion Platform Limited. |
| (2) | Includes 1,909,522 Ordinary Shares that could be obtained upon the conversion of 1,909,522 registered direct warrants (the “Registered Direct Warrants”) received in connection with the securities purchase agreement, dated September 8, 2023 by and among the Issuer and certain purchasers, with each Registered Direct Warrant providing the right to purchase one Ordinary Share at a price of $0.78 per share. |
| (3) | Percentage calculated based on 207,388,051 ordinary shares issued and outstanding as of November 21, 2023, as reported in Issuer’s Form 20-F (No. 001-40777) as filed with the Securities and Exchange Commission. |
| Item 1(a). | Name of Issuer |
Arqit Quantum Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
3 More London Riverside, 1st Floor, London SE1 2RE, United Kingdom
| CUSIP No. G0567U101 | SCHEDULE 13G | Page 2 of 5 |
| Item 2(a). | Name of Person Filing |
Liberum Wealth Limited(1)
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
1st Floor Royal Chambers, St Julian’s Avenue, St Peters Port, GY1 3JX, Guernsey
| Item 2(c). | Citizenship |
Not applicable.
| Item 2(d). | Title of Class of Securities |
Ordinary Shares.
| Item 2(e). | CUSIP Number |
G0567U101
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
Liberum Wealth Limited
(a) Amount beneficially owned:
20,011,538(1)(2) ordinary shares
(b) Percent of class:
9.649%(3)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
20,011,538(1)(2)
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
20,011,538(1)(2)
| (1) | Includes 3,102 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) held by Notion Platform Limited. |
| (2) | Includes 1,909,522 Ordinary Shares that could be obtained upon the conversion of 1,909,522 registered direct warrants (the “Registered Direct Warrants”) received in connection with the securities purchase agreement, dated September 8, 2023 by and among the Issuer and certain purchasers, with each Registered Direct Warrant providing the right to purchase one Ordinary Share at a price of $0.78 per share. |
| (3) | Percentage calculated based on 207,388,051 ordinary shares issued and outstanding as of November 21, 2023, as reported in Issuer’s Form 20-F (No. 001-40777) as filed with the Securities and Exchange Commission. |
| CUSIP No. G0567U101 | SCHEDULE 13G | Page 3 of 5 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. G0567U101 | SCHEDULE 13G | Page 4 of 5 |
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: January 26, 2024
| Liberum Wealth Limited | ||
| By: | /s/ Stephen Ozanne | |
| Stephen Ozanne, Authorized Signatory | ||
| CUSIP No. G0567U101 | SCHEDULE 13G | Page 5 of 5 |
