量子芯公司-美国存托股票招股说明书(2025-10-29版)

Up to $100,000,000 ClassA Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“LeerinkPartners”) relating to our ClassA common stock, par value $0.0001 per share (“ClassA common stock”), offeredbythis prospectus.In accordance with the terms of the Sales Agreement,we may offer and sell ourClassAcommon stock having an aggregate offering price of up to $100,000,000 from time to time to or throughLeerink, acting as sales agent or principal. Our ClassA common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “QSI.”OnOctober 28, 2025, the last reported sale price of our ClassA common stock on Nasdaq was $2.18 per share. Sales of shares of our ClassA common stock, if any, under this prospectus may be made in any methoddeemed to be an “at the market offering” as defined in Rule415(a)(4) promulgated under the Securities Act of1933, as amended (the “Securities Act”). Leerink Partners is not required to sell any specific number or dollaramount of securities, but will act as sales agent on a best efforts basis and use commercially reasonable effortsconsistent with its normal trading and sales practices, on mutually agreed terms between us and Leerink Partners.We may also sell shares of our ClassA common stock to Leerink Partners as principal. There is no arrangementfor funds to be received in any escrow, trust or similar arrangement. Leerink Partners will be entitled to compensation at a commission rate of up to 3.0% of the gross offeringproceeds received per share of ClassA common stock sold under the Sales Agreement. In connection with thesale of ClassA common stock on our behalf, Leerink Partners will be deemed to be an “underwriter” within themeaning of the Securities Act, and the compensation of Leerink Partners will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Leerink Partnerswith respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning on page S-17for additionalinformation regarding the compensation to be paid to Leerink Partners. TABLE OF CONTENTS PAGEPROSPECTUSABOUT THIS PROSPECTUSS-1PROSPECTUS SUMMARYS-3THE OFFERINGS-5RISK FACTORSS-7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-11USE OF PROCEEDSS-13DIVIDEND POLICYS-14DILUTIONS-15PLAN OF DISTRIBUTIONS-17LEGAL MATTERSS-18EXPERTSS-18WHERE YOU CAN FIND MORE INFORMATIONS-18INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-19 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a shelf registration statement on FormS-3 that we filed with the Securities andExchange Commission (the “SEC”) using a “shelf” registration process under the Securities Act of 1933, asamended (the “Securities Act”). Under this registration statement, we may offer up to $300,000,000 of oursecurities. Under this prospectus, we may offer shares of our ClassA common stock having an aggregate offeringprice of up to $100,000,000 from time to time at prices and on terms to be determined by market conditions at thetime of the offering. The $100,000,000 of shares of our ClassA common stock that may be sold under thisprospectus are included in the $300,000,000 of our securities that may be sold under the registration statement. We provide information to you about this offering of our ClassA common stock in two separate documents thatare bound together: (1) this prospectus, which describes the specific details regarding this offering; and (2) theaccompanying base prospectus, which provides general information, some of which may not apply to this offering.Generally, when we refer to this “prospectus,” we are referring to both documents combined. If information in thisprospectus is inconsistent with the accompanying base prospectus, you should rely on this prospectus. To the extentthere is a conflict between the information contained in this prospectus, on the one hand, and the informationcontained in any document incorporated by reference in this prospectus, on the other hand, you should rely on theinformation in this prospectus. If any statement in one of these documents is inconsistent with a statement in anotherdocument having a later date – for example, a document incorporated by reference in this prospectus – the statementin the document having the later date modifies or supersedes the earlier statement. You should rely only on theinformation contained or incorporated by reference in this prospectus. We have not, and the sales agent has not,authorized anyone to provide you with information that is in addition to or different from that contained orincorporated by reference in this prospectus or contained in any permitted free writing prospectuses that we mayauthorize, if we are eligible, for use in connection with this offering. We and the sales agent take no responsibilityfor, and can provide no