[SCHEDULE 13D/A] Arqit Quantum Inc. SEC Filing

Rhea-AI Filing Summary

Heritage Assets SCSp, M Management S.A. and Manfredi Lefebvre d'Ovidio filed Amendment No. 6 to their Schedule 13D for Arqit Quantum Inc. (Ordinary Shares, CUSIP G0567U127) to update ownership after dilution and to disclose open-market sales of Business Combination Warrants. The Reporting Persons now beneficially own 10,214,252 Ordinary Shares, representing approximately 46.0% of 22,184,708 outstanding Ordinary Shares (post-Reverse Stock Split basis). The amendment lists multiple warrant sales between August 20 and September 15, 2025, with quantities and average prices disclosed. No other transactions or material changes were reported.

Positive

• Maintains significant ownership: Reporting Persons continue to beneficially own 10,214,252 Ordinary Shares, representing 46.0% of outstanding shares.
• Transparent transaction disclosure: The amendment lists specific dates, quantities and average prices for Business Combination Warrant sales, enhancing transparency.

Negative

• Dilution reduced ownership percentage: Ownership percentage decreased by over 1% due to Arqit issuing additional Ordinary Shares since the prior amendment.
• Warrant disposals: Reporting Persons sold substantial numbers of Business Combination Warrants across multiple dates, indicating reductions in convertible/exercisable positions.

Insights

Financial Analyst

TL;DR: Reporting persons maintain a large 46.0% stake after dilution while selling Business Combination Warrants in open market trades.

The filing updates beneficial ownership to 10,214,252 Ordinary Shares, equal to ~46.0% of 22,184,708 shares outstanding on a post-Reverse Stock Split basis. It attributes the percentage change to issuer issuances that diluted holdings by over 1% since the prior amendment. The schedule also itemizes warrant sales executed in multiple open-market transactions from August 20 through September 15, 2025, showing trading activity and realized average prices per warrant. No other material contracts or arrangements were reported.

Corporate Governance Expert

TL;DR: Amendment documents ownership update and transparent disclosure of warrant disposals; no new governance arrangements disclosed.

The amendment is narrowly focused on disclosure compliance: it revises percentage ownership following additional share issuances by Arqit and provides a detailed table of Business Combination Warrant sales with dates, quantities, and average prices. It confirms no material changes to contracts, arrangements or understandings with respect to the issuer's securities. Signatures from reporting persons and managers attest to the filing's accuracy.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Arqit Quantum Inc.

(Name of Issuer)

Ordinary Shares, par value $0.0025 per share

(Title of Class of Securities)

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)

08/29/2025

(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).

SCHEDULE 13D

CUSIP No. G0567U127

1

Name of reporting person

Heritage Assets SCSp

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,214,252.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,214,252.00

11

Aggregate amount beneficially owned by each reporting person

10,214,252.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.0 %

14

Type of Reporting Person (See Instructions)

OO

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

CUSIP No. G0567U127

1

Name of reporting person

M Management S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,214,252.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,214,252.00

11

Aggregate amount beneficially owned by each reporting person

10,214,252.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.0 %

14

Type of Reporting Person (See Instructions)

OO

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

CUSIP No. G0567U127

1

Name of reporting person

Manfredi Lefebvre d'Ovidio

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,214,252.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,214,252.00

11

Aggregate amount beneficially owned by each reporting person

10,214,252.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.0 %

14

Type of Reporting Person (See Instructions)

IN

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

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0025 per share
(b)	Name of Issuer: Arqit Quantum Inc.
(c)	Address of Issuer's Principal Executive Offices: 1st Floor, 3 Orchard Place, London, UNITED KINGDOM , SW1H 0BF.
Item 1 Comment: This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") is being filed by Heritage Assets SCSp, a Luxembourg company, M Management S.A., a Luxembourg company, and Manfredi Lefebvre d'Ovidio (collectively, the "Reporting Persons"), with respect to the Ordinary Shares of Arqit Quantum Inc., a Cayman Islands exempted limited liability company ("Arqit" or the "Issuer"), to amend the Schedule 13D filed by the Reporting Persons on September 14, 2021 (as amended on December 9, 2021, September 15, 2023, October 2, 2024, May 29, 2025 and August 26, 2025, the "Schedule 13D"). The class of equity security to which this Amendment No. 6 relates is the Ordinary Shares, par value $0.0025 per share, of the Issuer. The address of the principal executive offices of the Issuer is 1st Floor, 3 Orchard Place, London SW1H 0BF, United Kingdom. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is amended by adding the information set forth in Item 4 of this Amendment No. 6.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended by adding the following information: This Amendment No. 6 is being filed to update the aggregate number of Ordinary Shares and percentage of Ordinary Shares of Arqit beneficially owned by the Reporting Persons due to the dilution caused by Arqit's issuance of additional Ordinary Shares from time to time since the date of the filing of Amendment No. 5 to Schedule 13D by the Reporting Persons, with respect to the Ordinary Shares of Arqit, on August 26, 2025 ("Amendment No. 5"), which resulted in a decrease of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in Amendment No. 5. In addition, this Amendment No.6 contains information regarding the sale by the Reporting Persons of Business Combination Warrants (as defined in Arqit's Annual Report on Form 20-F for the fiscal year ended September 30, 2024, filed with the Securities and Exchange Commission (the "SEC") on December 5, 2024) at the average prices set forth in the table below, in each case on a post-Reverse Stock Split basis, in each case in open market transactions and as set forth in the table below. Date of Transaction Amount of Business Average Price per Combination Warrants Business Combination Warrant ($) 08/20/2025 272 7.3 08/21/2025 555 7.4 08/22/2025 5,223 6.7 08/25/2025 5,640 5.2 08/26/2025 960 5.1 08/27/2025 1,432 5.3 08/28/2025 11,903 4.2 08/29/2025 195 4.5 09/02/2025 131 4.6 09/03/2025 1,109 4.8 09/04/2025 5,672 3.6 09/05/2025 9,474 2.9 09/09/2025 480 4.2 09/11/2025 6,318 3.8 09/12/2025 2,490 3.9 09/15/2025 6,197 3.3
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Person with respect to Rows 7 through 13 of the respective cover pages of the individual Reporting Persons to this Amendment No. 6 are incorporated herein by reference. The Reporting Persons' aggregate percentage of beneficial ownership is approximately 46.0% of the outstanding Ordinary Shares. Calculations of the percentage of Ordinary Shares beneficially owned are based on 22,184,708 Ordinary Shares outstanding (including Ordinary Shares that the Reporting Persons have a right to acquire within 60 days) as of September 18, 2025, based on information included in the Issuer's prospectus supplement filed pursuant to Rule 424(b)(3) with the SEC on September 19, 2025.
(c)	Except as set forth in this Amendment No. 6, none of the Reporting Persons has engaged in any transaction with respect to the Ordinary Shares since the date of the filing of Amendment No. 5.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	No material changes.

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.

Heritage Assets SCSp

Signature:	By: M Management S.A., its Sole Manager and General Partner /s/ Manfredi Lefebvre d'Ovidio
Name/Title:	Manfredi Lefebvre d'Ovidio/Director
Date:	09/24/2025

Signature:	By: M Management S.A., its Sole Manager and General Partner /s/ Giorgio Scelsi
Name/Title:	Giorgio Scelsi/Director
Date:	09/24/2025

M Management S.A.

Signature:	/s/ Manfredi Lefebvre d'Ovidio
Name/Title:	Manfredi Lefebvre d'Ovidio/Director
Date:	09/24/2025

Signature:	/s/ Giorgio Scelsi
Name/Title:	Giorgio Scelsi/Director
Date:	09/24/2025

Manfredi Lefebvre d'Ovidio

Signature:	/s/ Manfredi Lefebvre d'Ovidio
Name/Title:	Manfredi Lefebvre d'Ovidio
Date:	09/24/2025

FAQ

What percentage of ARQQ does Heritage Assets SCSp report owning?

The Reporting Persons report beneficial ownership of 10,214,252 ordinary shares, representing approximately 46.0% of ARQQ on a post-Reverse Stock Split basis.

Why was Amendment No. 6 filed for ARQQ Schedule 13D?

The amendment updates the aggregate number and percentage of Ordinary Shares held due to dilution from Arqit's issuance of additional shares and discloses sales of Business Combination Warrants.

What warrant sale activity is disclosed in the filing?

The filing discloses open-market sales of Business Combination Warrants between 08/20/2025 and 09/15/2025, with quantities and average prices provided for each date.

How many shares outstanding were used to calculate the 46.0% figure?

The percentage is calculated using 22,184,708 Ordinary Shares outstanding (including shares the Reporting Persons have a right to acquire within 60 days), based on a prospectus supplement dated September 19, 2025.

Did the filing disclose any new contracts or arrangements with Arqit?

No. The filing states no material changes to contracts, arrangements or understandings with respect to the issuer's securities.