Form SCHEDULE 13G Quantinuum Inc. Filed by: Cambridge Quantum Holdings Ltd
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Quantinuum Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/04/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Cambridge Quantum Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,884,823.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
71.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
CQ Invest I LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
531,720.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Ilyas Khan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
83,365,334.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Waseem Shiraz | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,911,824.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
71.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Quantinuum Inc. | |
| (b) | Address of issuer's principal executive offices:
303 S Technology Court, Broomfield, CO 80021 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
Cambridge Quantum Holdings Limited
CQ Invest I LLC
Ilyas Khan
Waseem Shiraz | |
| (b) | Address or principal business office or, if none, residence:
c/o Cambridge Quantum North America Holdings, LLC, 1300 N 17th Street, Suite 530, Arlington, VA 22209 | |
| (c) | Citizenship:
Cambridge Quantum Holdings Limited is organized under the laws of the Cayman Islands. CQ Invest I LLC is organized under the laws of the State of Delaware. Each of Ilyas Khan and Waseem Shiraz is a citizen of the United Kingdom. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the date of this statement, (i) Cambridge Quantum Holdings Limited directly holds 82,353,103 Common Units and a corresponding number of shares of Class B common stock of the Issuer, representing approximately 71.5% of the Issuer's Class A common stock assuming the conversion of Common Units and shares of Class B common stock on a one-to-one basis, and (ii) CQ Invest I LLC directly holds 531,720 common units of Quantinuum Holdings, LLC (the "Common Units") and a corresponding number of shares of Class B common stock of the Issuer, representing approximately 1.6% of the Issuer's Class A common stock assuming the conversion of Common Units and shares of Class B common stock on a one-to-one basis.
Each Common Unit (together with a corresponding share of Class B common stock) is exchangeable for one share of Class A common stock of the Issuer (or, at the Issuer's election, cash). 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. Mr. Khan and Mr. Shiraz disclaim beneficial ownership of the securities that may be deemed to be beneficially owned by Cambridge Quantum Holdings Limited and CQ Invest I LLC, except to the extent of their respective pecuniary interest therein.
As of the date of this statement, Ilyas Khan directly owns 480,511 shares of Class A common stock in his personal capacity and the other Reporting Persons are not deemed beneficial owners of these securities. As of the date of this statement, Waseem Shiraz directly owns 27,001 shares of Class A common stock in his personal capacity and the other Reporting Persons are not deemed beneficial owners of these securities.
The percentage of ownership is based on (i) 32,862,895 shares of Class A common stock and (ii) 82,884,823 shares of Class A common stock beneficially owned by the Reporting Persons, issuable upon conversion as set forth above, as reported by the Issuer in its prospectus dated June 3, 2026. | |
| (b) | Percent of class:
See Item 4(a) hereof. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Item 4(a) hereof. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 4(a) hereof. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 4(a) hereof. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 4(a) hereof. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 2(a) hereof. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Comments accompanying signature: Exhibit A, Joint Filing Agreement, dated as of June 22, 2026.
ATTACHMENTS / EXHIBITS