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

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13D updates the holdings and recent warrant transactions by Heritage Assets SCSp, M Management S.A. and Manfredi Lefebvre d'Ovidio (the Reporting Persons) in Arqit Quantum Inc. The Reporting Persons now beneficially own 10,273,245 Ordinary Shares, representing approximately 49.6% of the outstanding Ordinary Shares on a post-reverse-split basis. The amendment discloses open-market sales of Business Combination Warrants across multiple dates at average prices ranging from $7.6 to $69.4. It also reports that on August 1, 2025 warrants purchased in September 2024 became exercisable for up to 4,600,000 Ordinary Shares, increasing aggregate reported ownership by over 1%.

Positive

• Significant disclosed ownership: Reporting Persons beneficially own 10,273,245 Ordinary Shares, ~49.6% of the class
• Transparent disclosure of transactions: Detailed listing of open-market sales of Business Combination Warrants with average prices
• Clarity on warrant exercisability: September 2024 Warrants for up to 4,600,000 Ordinary Shares became exercisable on August 1, 2025

Negative

• Concentration of ownership: Near-majority stake (49.6%) could centralize control
• Warrant sales and exercises change dilution dynamics: Sales of Business Combination Warrants and exercise of private-placement warrants alter potential share count and ownership percentages

Insights

Financial Analyst

TL;DR: Reporting Persons hold a near-majority stake (49.6%) while converting and selling warrants, which alters ownership structure materially.

The filing documents a substantial beneficial ownership position of 10,273,245 Ordinary Shares (49.6%) on a post-reverse-split basis and details extensive open-market sales of Business Combination Warrants at varied average prices between $7.6 and $69.4. The exercisability of 4,600,000 September 2024 Warrants on August 1, 2025 increased the reported ownership by more than 1%. For investors, a nearly 50% holder can meaningfully influence corporate decisions, and the conversion/exercise activity and warrant disposals change potential dilution and voting dynamics. The disclosure is material and should be integrated into any ownership and dilution analysis.

Corporate Governance Expert

TL;DR: A single group controls nearly half the company post-reverse-split; recent warrant exercises and sales affect governance leverage and stakeholder alignment.

The amendment confirms the Reporting Persons' dominant stake (49.6%) and documents liability-creating events: exercisable private-placement warrants for 4,600,000 shares and numerous open-market warrant sales. These facts are governance-relevant because the Reporting Persons' voting influence and potential to increase or dilute share count changed within a short period. The filing contains no new contractual arrangements and states "No material changes" to existing contracts, but the ownership shifts are material to board and shareholder dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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 Gabi
Monaco, O9, 98000
377 97 97 63 19

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/01/2025

(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 10,273,245.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,273,245.00

11

Aggregate amount beneficially owned by each reporting person

10,273,245.00

12

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

13

Percent of class represented by amount in Row (11)

49.6 %

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 10,273,245.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,273,245.00

11

Aggregate amount beneficially owned by each reporting person

10,273,245.00

12

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

13

Percent of class represented by amount in Row (11)

49.6 %

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 10,273,245.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,273,245.00

11

Aggregate amount beneficially owned by each reporting person

10,273,245.00

12

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

13

Percent of class represented by amount in Row (11)

49.6 %

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. 5 to Schedule 13D (this "Amendment No. 5") 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 and May 29, 2025, the "Schedule 13D"). The class of equity security to which this Amendment No. 5 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. 5.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended by adding the following information: This Amendment No. 5 is being filed to update the aggregate number of Ordinary Shares and percentage of Ordinary Shares of Arqit beneficially owned by the Reporting Persons (a) due to 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; and (b) because on August 1, 2025, warrants of Arqit to purchase up to 4,600,000 Ordinary Shares, which Heritage Assets SCSp purchased from Arqit in a private placement transaction pursuant to a securities purchase agreement, dated September 30, 2024 (the "September 2024 Warrants"), became exercisable within 60 days, which resulted in an increase of over one percent (1%) in the aggregate percentage ownership reported by the Reporting Persons in Amendment No. 4 to Schedule 13D, with respect to the Ordinary Shares of Arqit, which was filed by the Reporting Persons on May 29, 2025. Certain terms of the September 2024 Warrants are set forth in Amendment No. 3 to Schedule 13D, with respect to the Ordinary Shares of Arqit, which was filed by the Reporting Persons on October 2, 2024. Date of Transaction Amount of Business Average Price per Combination Warrants Business Combination Warrant ($) 05/28/2025 266 69.4 05/29/2025 182 63.4 05/30/2025 402 62.7 06/02/2025 1 62.5 06/04/2025 2,737 45.3 06/05/2025 1,409 46.4 06/06/2025 1,694 49.1 06/09/2025 1,147 45.3 06/10/2025 768 43.3 06/11/2025 1,632 45.6 06/12/2025 754 43.3 06/13/2025 404 41.3 06/16/2025 4,104 41.2 06/17/2025 6,005 39.1 06/18/2025 5,544 37.8 06/20/2025 6,333 33.9 06/23/2025 3,722 31.8 06/24/2025 11,038 31.4 06/25/2025 3,101 28.2 06/26/2025 8,587 27.2 06/27/2025 1,507 26.3 07/07/2025 932 25.0 07/08/2025 96 25.1 07/09/2025 1,709 25.1 07/10/2025 740 25.2 07/18/2025 132 25.0 07/21/2025 275 21.8 07/22/2025 1,247 19.5 07/23/2025 922 18.9 07/24/2025 714 18.3 07/25/2025 15,621 15.6 07/28/2025 12,570 8.5 07/29/2025 303 7.8 07/30/2025 1,578 9.1 07/31/2025 761 10.3 08/01/2025 712 10.3 08/04/2025 532 11.5 08/05/2025 420 9.8 08/06/2025 326 9.0 08/07/2025 155 9.1 08/08/2025 307 9.2 08/11/2025 419 8.6 08/12/2025 384 8.7 08/13/2025 363 8.2 08/14/2025 326 7.8 08/15/2025 127 8.0 08/18/2025 801 8.0 08/19/2025 142 7.6
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. 5 are incorporated herein by reference. The Reporting Persons' aggregate percentage of beneficial ownership is approximately 49.6% of the outstanding Ordinary Shares. Calculations of the percentage of Ordinary Shares beneficially owned are based on (i) 16,130,473 Ordinary Shares outstanding (including Ordinary Shares that the Reporting Persons have a right to acquire within 60 days) as of May 16, 2025, based on information included in the Issuer's prospectus supplement filed pursuant to Rule 424(b)(3) with the SEC on May 22, 2025, and (ii) 4,600,000 Ordinary Shares that the Reporting Persons have a right to acquire, in relation with the September 2024 Warrants as set forth in Item 4 of this Amendment No. 5, within 60 days as of August 1, 2025.
(c)	Except as set forth in this Amendment No. 5, none of the Reporting Persons has engaged in any transaction with respect to the Ordinary Shares during the 60 days prior to the date of filing of this 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:	08/26/2025

Signature:	By: M Management S.A., its Sole Manager and General Partner /s/ Giorgio Scelsi
Name/Title:	Giorgio Scelsi/Director
Date:	08/26/2025

M Management S.A.

Signature:	/s/ Manfredi Lefebvre d'Ovidio
Name/Title:	Manfredi Lefebvre d'Ovidio/Director
Date:	08/26/2025

Signature:	/s/ Giorgio Scelsi
Name/Title:	Giorgio Scelsi/Director
Date:	08/26/2025

Manfredi Lefebvre d'Ovidio

Signature:	/s/ Manfredi Lefebvre d'Ovidio
Name/Title:	Manfredi Lefebvre d'Ovidio
Date:	08/26/2025

FAQ

How many Arqit Ordinary Shares do the Reporting Persons beneficially own?

The Reporting Persons beneficially own 10,273,245 Ordinary Shares, representing approximately 49.6% of the outstanding Ordinary Shares on a post-reverse-split basis.

What warrant activity did the filing disclose for ARQQW?

The filing discloses open-market sales of Business Combination Warrants on multiple dates at average prices ranging from $7.6 to $69.4, and that 4,600,000 September 2024 private-placement warrants became exercisable on August 1, 2025.

Did the exercise of warrants change reported ownership for ARQQW?

Yes. The exercisability of the September 2024 Warrants on August 1, 2025 resulted in an increase of over 1% in the aggregate percentage ownership reported by the Reporting Persons in the prior amendment.

Are the reported warrant sales described as open-market transactions?

Yes. The amendment states the Business Combination Warrant sales were executed in open market transactions at the average prices listed.

What is the effect of the reverse stock split on the reported figures?

All share and warrant amounts in this amendment are reported on a post-Reverse Stock Split basis (25-for-1 consolidation implemented September 2024), with the post-split CUSIP G0567U127.