Quantum-Si Inc-A美股招股说明书(2025-07-07版)

18,200,000 Shares of ClassA Common Stock Pre-Funded Warrants to Purchase up to 11,740,119 Shares of ClassACommon Stock Up to 11,740,119 Shares of ClassA Common Stock Underlying the Pre-Funded Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered directoffering to certain purchasers (i) 18,200,000 shares of our ClassA common stock, par value $0.0001 per share at apurchase price of $1.67 per share, and (ii) pre-funded warrants to purchase 11,740,119 shares of our ClassAcommon stock (the “pre-funded warrants”) and the shares of common stock issuable from time to time uponexercise of the pre-funded warrants. The shares of common stock (or pre-funded warrants sold in lieu thereof) andthe accompanying warrants will be issued separately. We are offering pre-funded warrants in lieu of shares of our ClassA common stock to the investors whosepurchase of shares of common stock in this offering would otherwise result in such investor, together with itsaffiliates, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our common stock.The per share exercise price for the pre-funded warrants will be $0.0001, and the pre-funded warrants areimmediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. Our Class A common stock is listed on The Nasdaq Global Market under the symbol “QSI.” On July 3, 2025,the last reported sale price of our common stock on The Nasdaq Global Market was $2.14 per share. Holders of our Class A common stock are entitled to one vote per share while holders of our Class B commonstock are entitled to 20 votes per share, and all such holders vote together as a single class except as otherwiserequired by applicable law. The beneficial owner of 100% of our Class B common stock is Jonathan M. Rothberg,Ph.D, a member of our board of directors. We currently are a “controlled company” within the meaning of thecorporate governance rules of the Nasdaq Stock Market (“Nasdaq”). We have engaged A.G.P./Alliance Global Partners (the “placement agent”) as our exclusive placement agent inconnection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for thesale of the securities offered by this prospectus supplement and the accompanying prospectus. The placement agentis not purchasing or selling any of the securities we are offering, and the placement agent is not required to arrangethe purchase or sale of any specific number or dollar amount of the securities. We have agreed to pay the placementagent the fees set forth in the table below which assumes that we sell all of the securities offered by the prospectussupplement and the accompanying base prospectus. We will bear all costs associated with this offering. See “Plan ofDistribution” in this prospectus supplement for more information regarding these arrangements. Investing in our securities involves a high degree of risk. See “Risk Factors” on page S-9 of thisprospectus supplement and in the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. A.G.P. TABLE OF CONTENTS PAGEPROSPECTUS SUPPLEMENTS-1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-7RISK FACTORSS-9USE OF PROCEEDSS-13CAPITALIZATIONS-14DILUTIONS-15PLAN OF DISTRIBUTIONS-16LEGAL MATTERSS-18EXPERTSS-18WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-18INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-19PAGEABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6PLAN OF DISTRIBUTION7DESCRIPTION OF SHARES9DESCRIPTION OF DEBT SECURITIES19DESCRIPTION OF WARRANTS25DESCRIPTION OF RIGHTS26DESCRIPTION OF UNITS27LEGAL MATTERS28EXPERTS28WHERE YOU CAN FIND MORE INFORMATION28INCORPORATION OF DOCUMENTS BY REFERENCE29S-i TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated August22, 2023 form a part of aregistration statement on FormS-3 (File No. 333-273934) that we filed with the U.S. Securities and ExchangeCommission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf”registration process or continuous offering. Under this shelf registration process, we may, from time to time, offerand sell in one or more offerings any securities described in the accompanying prospectus. This document is in two parts. The first part is this prospectus supplement, which describes the terms of thisoffering of securities and also adds to and updates information contained in the accompanying