量子计算公司美股招股说明书(2025-07-14版)

Common Stock (the “Placement Shares”) issued to the investors (the “Selling Stockholders”) of the Placement (as defined herein),pursuant to those certain Purchase Agreements (as defined herein), dated June 22, 2025. The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the securities in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 12 of this prospectus for more information.We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by theSelling Stockholders. closing price as reported on the Nasdaq was $17.43 per share.The Selling Stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at either This prospectus provides a general description of the securities being offered. You should this prospectus and the registration Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for adiscussion of information that should be considered in connection with an investment in our securities. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. Wehave not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 14, 2025. Incorporation of Certain Documents by ReferenceWhere You Can Find More InformationYou may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyoneto provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-lookingstatements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth andprofitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital.They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,”“continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or othervariations on these words or comparable terminology. These statements may be found under the sections entitled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. Inparticular, these include statements relating to future actions, prospective products, market acceptance, future performance or results ofcurrent and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financialExamples of forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements.Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for ourproducts, the cost, terms and availability of components, pricing levels, the timing and cost of capital expenditures, competitiveconditions and general economic conditions. These statements are based on our management’s expectations, beliefs and assumptionsconcerning future events affecting us, which in turn are based on currently available information. These assumptions could prove ●changes in political, economic or regulatory conditions generally and in the markets in which we operate; ●our relationships with our key customers;●our ability to retain and attract senior management and other key employees;●our ability to quickly and effectively respond to new technological developments;●our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights ofothers and prevent others from infringing on the proprietary rights of the Company; and prospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publiclyupdate any of them in light of new information, future events, or otherwise.ii This summary highlights