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  4. [SCHEDULE 13D/A] Arqit Quantum Inc. Amended Major Shareholder Report

Heritage Assets (ARQQ) reports about 38% Arqit stake after dilution and warrant sales

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Heritage Assets SCSp, M Management S.A. and Manfredi Lefebvre d'Ovidio filed Amendment No. 9 to update their beneficial ownership in Arqit Quantum Inc. after dilution from new Ordinary Shares issued by Arqit. They report beneficial ownership of about 9,249,963.80 Ordinary Shares, or 38.4% of the class on a post–reverse stock split basis, while Manfredi Lefebvre d'Ovidio is deemed to beneficially own 9,298,313.80 shares, or 38.6%. Percentages are based on 24,090,585 Ordinary Shares outstanding as of May 19, 2026. The amendment also details open‑market sales of Arqit Business Combination Warrants at various prices between November 2025 and May 2026.

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Heritage/M Management beneficial ownership 9,249,963.80 Ordinary Shares Beneficially owned; represents about 38.4% of class
Manfredi Lefebvre total beneficial ownership 9,298,313.80 Ordinary Shares Beneficially owned; represents about 38.6% of class
Ownership percentage (group) 38.4% Aggregate beneficial ownership of Ordinary Shares post–reverse split
Shares outstanding baseline 24,090,585 Ordinary Shares Outstanding as of May 19, 2026, per prospectus supplement
Reverse stock split ratio 25 ordinary shares to 1 ordinary share Reverse Stock Split implemented September 19, 2024
Warrant sale example (Nov 24, 2025) 1,318 warrants at $5.50 each Business Combination Warrants sold in open market
Warrant sale example (May 22, 2026) 1,001 warrants at $1.90 each Business Combination Warrants sold in open market
Reverse Stock Split financial
"announced the implementation of a reverse stock split whereby every 25 outstanding ordinary shares of Arqit were consolidated"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
beneficially owned financial
"update the aggregate number of Ordinary Shares and percentage of Ordinary Shares of Arqit beneficially owned by the Reporting Persons"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Business Combination Warrants financial
"sale by the Reporting Persons of Business Combination Warrants ... in open market transactions"
Schedule 13D regulatory
"previously filed a statement on Schedule 13G to report the acquisition that is the subject"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
prospectus supplement regulatory
"based on information included in the Issuer's prospectus supplement filed pursuant to Rule 424(b)(3)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.



G0567U127
(CUSIP Number)
Heritage Assets SCSp
c/o Heritage Services SAM, 7 rue du Gabian
Monaco, O9, 98000
377 97 97 63 19
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/21/2026
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(Rows 8, 10 and 11) On a post-Reverse Stock Split (as defined herein) basis. On September 19, 2024, Arqit Quantum Inc., a Cayman Islands exempted limited liability company ("Arqit"), announced the implementation of a reverse stock split whereby every 25 outstanding ordinary shares of Arqit were consolidated into one ordinary share, par value $0.0025 per share (the "Ordinary Shares") (such consolidation, the "Reverse Stock Split"). The Ordinary Shares began trading on the Nasdaq Capital Market on a post-Reverse Stock Split basis on September 25, 2024. The CUSIP of the Ordinary Shares following the Reverse Stock Split is G0567U127.


SCHEDULE 13D




Comment for Type of Reporting Person:
(Rows 8, 10 and 11) On a post-Reverse Stock Split basis. The Ordinary Shares began trading on the Nasdaq Capital Market on a post-Reverse Stock Split basis on September 25, 2024. The CUSIP of the Ordinary Shares following the Reverse Stock Split is G0567U127.


SCHEDULE 13D




Comment for Type of Reporting Person:
(Rows 8, 10 and 11) On a post-Reverse Stock Split basis. The Ordinary Shares began trading on the Nasdaq Capital Market on a post-Reverse Stock Split basis on September 25, 2024. The CUSIP of the Ordinary Shares following the Reverse Stock Split is G0567U127.


SCHEDULE 13D


Heritage Assets SCSp
Signature:By: M Management S.A., its Sole Manager and General Partner
Name/Title:Manfredi Lefebvre d'Ovidio/Director
Date:05/26/2026
Signature:By: M Management S.A., its Sole Manager and General Partner
Name/Title:Giorgio Scelsi/Director
Date:05/26/2026
M Management S.A.
Signature:/s/ Manfredi Lefebvre d'Ovidio
Name/Title:Manfredi Lefebvre d'Ovidio/Director
Date:05/26/2026
Signature:/s/ Giorgio Scelsi
Name/Title:Giorgio Scelsi/Director
Date:05/26/2026
Manfredi Lefebvre d'Ovidio
Signature:/s/ Manfredi Lefebvre d'Ovidio
Name/Title:Manfredi Lefebvre d'Ovidio
Date:05/26/2026

Source: View Original Filing on SEC EDGAR

FAQ

What ownership stake in ARQQ does Heritage Assets report in Amendment No. 9?

Heritage Assets and related reporting persons report beneficial ownership of about 9,249,963.80 Ordinary Shares, representing roughly 38.4% of Arqit’s outstanding Ordinary Shares on a post–reverse split basis, using 24,090,585 shares outstanding as of May 19, 2026.

How much of Arqit (ARQQ) is Manfredi Lefebvre d'Ovidio reported to beneficially own?

Manfredi Lefebvre d'Ovidio is reported to beneficially own 9,298,313.80 Ordinary Shares, or approximately 38.6% of Arqit’s outstanding Ordinary Shares. This figure includes shares over which he has both sole and shared voting and dispositive power, calculated on a post–reverse split basis.

What share count did ARQQ use to calculate the reported ownership percentages?

The reported ownership percentages are based on 24,090,585 Ordinary Shares outstanding, including shares the reporting persons may acquire within 60 days. This outstanding share figure comes from Arqit’s prospectus supplement filed on May 21, 2026, and is used to compute the 38.4% and 38.6% stakes.

How did dilution affect Heritage Assets’ ARQQ ownership in this amendment?

The amendment states that Arqit’s issuance of additional Ordinary Shares since Amendment No. 8 caused dilution, reducing the reporting persons’ aggregate ownership percentage by more than 1%. Their updated beneficial ownership is now approximately 38.4% of the class, down from the prior percentage disclosed.

What transactions in Business Combination Warrants linked to ARQQ are disclosed?

The filing lists numerous open‑market sales of Business Combination Warrants on a post–reverse split basis between November 2025 and May 2026. Examples include selling 1,318 warrants at $5.50 on November 24, 2025, and 1,001 warrants at $1.90 on May 22, 2026.

What reverse stock split for ARQQ is referenced in the Schedule 13D/A?

Arqit implemented a 1‑for‑25 reverse stock split on September 19, 2024, consolidating every 25 Ordinary Shares into one. The Ordinary Shares began trading on a post–reverse split basis on September 25, 2024, under CUSIP G0567U127, and all reported figures reflect this adjustment.