阿奇特量子有限公司美股招股说明书(2025-09-19版)

11,514,816 Ordinary Shares Offered by Selling Securityholders5,440,000 Ordinary Shares Underlying Warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named inthis prospectus (the “Selling Securityholders”) of up to 11,514,816 of our ordinary shares, par value$0.0025per share (“Ordinary Shares”). In addition, this prospectus relates to the issuance by us of up to5,440,000 Ordinary Shares, that are issuable by us upon the exercise of the September2024 Warrants (asdefined below). The Selling Securityholders may offer, sell or distribute all or a portion of the Ordinary Sharesregistered hereby publicly or through private transactions at prevailing market prices or at negotiated prices.We will not receive any of the proceeds from such sales of the Ordinary Shares, except with respect toamounts received by us upon the exercise of the September2023 Investor Warrants and September2024Warrants (each as defined below). We will bear all costs, expenses and fees in connection with theregistration of these Ordinary Shares, including with regard to compliance with state securities or “bluesky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to theirsale of Ordinary Shares. See “Plan of Distribution.” Our Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “ARQQ”. OnSeptember18, 2025, the last reported sales price of our Ordinary Shares was $37.40 per share. We are a “foreign private issuer,” and an “emerging growth company” each as defined under the federalsecurities laws, and, as such, we are subject to reduced public company reporting requirements. See thesection entitled “Prospectus Summary — Implications of Being an Emerging Growth Company and aForeign Private Issuer” for additional information. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties described under the heading “Risk Factors” beginning on page9of this prospectus, and undersimilar headings in any amendment or supplements to this 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. Anyrepresentation to the contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1INDUSTRY AND MARKET DATA2FREQUENTLY USED TERMS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5PROSPECTUS SUMMARY6THE OFFERING8RISK FACTORS9CAPITALIZATION11USE OF PROCEEDS12DIVIDEND POLICY13DESCRIPTION OF SECURITIES14SELLING SECURITYHOLDERS25TAX CONSIDERATIONS26PLAN OF DISTRIBUTION33EXPENSES RELATED TO THE OFFERING35LEGAL MATTERS36EXPERTS37WHERE YOU CAN FIND MORE INFORMATION38INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE39 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC, utilizing a “shelf”registration process. By using a shelf registration statement, the Selling Securityholders may sell securitiesfrom time to time and in one or more offerings. Any prospectus supplement or free writing prospectus thatwe file in connection with any specific offering by the Selling Securityholders may add, update or changeinformation contained in this prospectus. If there is any inconsistency between the information in thisprospectus and any applicable prospectus supplement or free writing prospectus, you should rely on theprospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, youshould read this prospectus, any applicable prospectus supplement and any applicable free writingprospectus, together with the additional information described under the heading “Where You Can FindMore Information” and “Incorporation of Certain Documents by Reference.” You should rely only on the information contained in or incorporated by reference into this prospectus andany applicable prospectus supplement. We have not authorized anyone to provide you with any information orto make any representations other than those contained in this prospectus, or in any applicable prospectussupplement prepared by or on behalf of us or to which we have referred you. You should assume that theinformation appearing in this prospectus or any prospectus supplement is accurate only as of the date on itsrespective cover page and that any information incorporated by reference into any of the foregoing is accurateonly as of the date of such document incorporated by reference. Our business, financial condition, results ofoperations and prospects may have changed since those dates. For investors outside the United States: we have not done anything that would permit offerings underthis prospectus, or possession or distribution of this prospectus, in any jurisdiction where action for thatpurpose is required, other than in the United States. Persons outside the United States who come intopossession of this