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Form 3 Quantinuum Inc. For: Jun 04 Filed by: Cambridge Quantum Holdings Ltd

June 4, 2026 7:18 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
CQ Invest I LLC

(Last) (First) (Middle)
C/O CAMBRIDGE QUANTUM NORTH AMERICA
1300 N 17TH STREET, SUITE 530

(Street)
ARLINGTON VA 22209

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2026
3. Issuer Name and Ticker or Trading Symbol
Quantinuum Inc. [ QNT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock 82,884,823
I
See Footnotes (1) (2) (3)
Class A Common Stock 480,511
D (4)
Class A Common Stock 27,001
D (5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (3) (3) Class A Common Stock 82,884,823 (3) I See Footnotes (1) (2)
Explanation of Responses:
1. Includes (i) 531,720 Common Units and a corresponding number of shares of Class B common stock held directly by CQ Invest I LLC and (ii) 82,353,103 Common Units and a corresponding number of shares of Class B common stock held directly by Cambridge Quantum Holdings Limited. Cambridge Quantum Holdings Limited is the administrative manager of CQ Invest I LLC, and has the right to manage, control and conduct the affairs and operations of CQ Invest I LLC. Cambridge Quantum Holdings Limited is managed by a board of directors, which is composed of Ilyas Khan and Waseem Shiraz, who have the power to vote or direct the vote of, and power to dispose or to direct the disposition of, the shares and units held by CQ Invest I LLC. Mr. Khan, including entities controlled by him, is the controlling shareholder of Cambridge Quantum Holdings Limited.
2. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
3. Each common unit of Quantinuum Holdings, LLC ("Common Unit") may be redeemed or exchanged for one share of Class A common stock of the Issuer (or, at the Issuer's election, cash). Common Units have no expiration date. Upon the redemption or exchange of Common Units, a number of shares of Class B common stock equal to the number of Common Units that are redeemed or exchanged will automatically be cancelled for no consideration.
4. The reported securities are directly owned by Ilyas Khan in his personal capacity and the other Reporting Persons have no pecuniary interest in these securities. Includes 179,028 restricted shares units ("RSUs"), which will vest according to the terms of the award agreement. Each RSU represents a contingent right to receive one share of Class A common stock.
5. The reported securities are directly owned by Waseem Shiraz in his personal capacity and the other Reporting Persons have no pecuniary interest in these securities. Includes 10,426 RSUs, which will vest according to the terms of the award agreement. Each RSU represents a contingent right to receive one share of Class A common stock.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Waseem Shiraz, as Director of CQ Invest I LLC 06/04/2026
** Signature of Reporting Person Date
/s/ Waseem Shiraz, as Director of Cambridge Quantum Holdings Limited 06/04/2026
** Signature of Reporting Person Date
Ilyas Khan, /s/ Waseem Shiraz, Waseem Shiraz, Attorney-in-Fact 06/04/2026
** Signature of Reporting Person Date
Waseem Shiraz, /s/ Waseem Shiraz 06/04/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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ATTACHMENTS / EXHIBITS

EX-24

Categories

SEC Filings