Quantinuum Inc-A美股招股说明书(2026-06-05版)

Quantinuum Inc.Class A Common Stock This is the initial public offering of Class A common stock of Quantinuum Inc. We are offering 28,000,000 shares of Class A common stock. Prior to this offering, there has been no public market for our Class Acommon stock. The initial public offering price per share of our Class A common stock is $60.00. Our Class A common stock has been approved for listing on the Nasdaq Global Market(“Nasdaq”) under the symbol“QNT.” Quantinuum Inc. will have two classes of common stock authorized and outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock and each share ofClass B common stock entitles its holder to one vote per share on all matters presented to our stockholders and on which the holders of Class A common stock and Class B common stock are entitled to vote. Holders ofClass A common stock and Class B common stock will vote together as a single class, except as otherwise required by applicable law or our amended and restated certificate of incorporation. Holders of our Class Bcommon stock do not have economic rights or the right to receive dividends or distributions in excess of par upon the liquidation or winding up of Quantinuum Inc. See “Description of Capital Stock.” Immediatelyfollowing this offering, all of our Class B common stock will be held by the Continuing Common Unitholders (as defined herein) on a one-to-one basis with the number of Common Units (as defined herein) that theyown. Quantinuum Inc. will be a holding company, and upon consummation of this offering and the application of the net proceeds therefrom, its sole asset will be 12.6% of the Common Units of QuantinuumHoldings, LLC, a Delaware limited liability company (“Quantinuum Holdings”). Quantinuum Inc. will be the sole managing member of Quantinuum Holdings.See “Risk Factors—Risks Relating to Our OrganizationalStructure and the Tax Receivable Agreement.” Quantinuum Inc. will operate and control all of the business and affairs of Quantinuum Holdings, and its direct and indirect subsidiaries, and Quantinuum Inc. will conductits business through Quantinuum Holdings. Upon completion of this offering, the holders of our Class A common stock will collectively own 12.6% of the economic interests in Quantinuum Inc. (assuming the exchange of all Common Units held by theContinuing Common Unitholders) and have approximately 12.6% of the combined voting power of our Class A common stock and Class B common stock (or own approximately 14.0% of the economic interest inQuantinuum Inc. and have approximately 14.0% of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise in full their option to purchase additional shares ofClass A common stock). See “Description of Capital Stock” and “Organizational Structure.” Upon the completion of this offering (and assuming no exercise of the underwriters’ option to purchase additional shares ofClass A common stock),32,862,895 shares of Class A common stock will be outstanding. If all Common Units held by the Continuing Common Unitholders were exchanged for shares of Class A common stock uponthe completion of this offering (and assuming the underwriters did not exercise their option to purchase additional shares of Class A common stock), we would have 260,970,737shares of Class A common stockoutstanding. See “Description of Capital Stock” and “Organizational Structure.” Quantinuum Inc. intends to use the net proceeds from this offering (including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock) to purchase newlyissued Common Units from Quantinuum Holdings at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions referred tobelow. Quantinuum Holdings intends to use the proceeds it receives from this offering for general corporate purposes and to pay the expenses associated with this offering. See “Use of Proceeds” and “CertainRelationships and Related Party Transactions.” Assuming the underwriters did not exercise their option to purchase additional shares of Class A common stock, Quantinuum Inc. will own Common Units representing a12.6% economic interest in Quantinuum Holdings and we will exclusively operate and control all of the business and affairs of Quantinuum Holdings and conduct our business through Quantinuum Holdings and itssubsidiaries. The Continuing Common Unitholders will hold the remaining Common Units representing an 87.4%economic interest in Quantinuum Holdings. Upon the redemption or exchange of a Common Unit for ashare of Class A common stock or cash, the corresponding share of Class B common stock will be canceled. We are an “emerging growth company” as defined under the U.S.federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements