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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 26, 2026
Quantum Cyber N.V.
(Exact Name of Registrant as Specified in its
Charter)
| The Netherlands |
|
001-41010 |
|
N/A |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1501 Belvedere Road Suite 500, West Palm Beach,
FL 33406
(Address of Principal Executive Offices) (Zip
Code)
+1 (561) 562-4111
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange On Which Registered |
| Ordinary Shares, nominal value €0.01 per share |
|
QUCY |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K (this “Report”)
contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995, including statements with respect to: new business strategy of the Company (as defined below) and planned
expansion into computing and optimization markets; the expected benefits of the BP United Inc. asset acquisition; the expected integration
of the acquired IP license; anticipated technology acquisitions; commercial agreements; revenue generation; patent portfolio; quantum
antenna technology developments; and overall business strategy. Forward-looking statements can be identified by words such as: “continue,”
“intend,” “target,” “believe,” “expect,” “will,” “may,” “might,”
“anticipate,” “estimate,” “would,” “positioned,” “future,” “could,”
“should,” “plan,” “potential,” “predict,” “project,” and other similar expressions.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s
management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s
control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements, as a result of various
important factors, including the risks described in this Report. Forward-looking statements are made as of the date of this Report, and
except as provided by law, the Company expressly disclaims any obligation or undertaking to update forward-looking statements, whether
as a result of new information, future events or otherwise.
INTRODUCTORY NOTE
This Report is being filed by Quantum Cyber N.V.,
a public company under Dutch law (“Quantum Cyber,” the “Company,” “we,” “us” or “our”),
to provide updated disclosure regarding the Company’s business, operations, management, and strategic direction following a significant
corporate transaction that has transformed the Company’s business and prospects since the filing of the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March
31, 2026 (the “Annual Report”), and the Company’s other filings with the SEC. In connection with the material change
in the Company’s business described in this Report, investors are cautioned that the description of the Company’s business
in the Annual Report as it relates to the Company’s business prior to the significant corporate transaction is being superseded
by the description of the Company’s current business contained in this Report and are urged to review the updated business description
herein before making any investment decision.
The disclosure contained in this Report reflects
the following developments, among others: (i) the execution of an IP License Agreement with BP United Inc. (“BP United”);
(ii) the establishment of a commercial supply arrangement with BP United for the production and delivery of autonomous systems; (iii)
the Company’s strategic expansion into the autonomous defense market; and (iv) the advancement of the Company’s quantum computing
strategy.
Item 8.01 Other Events.
DESCRIPTION OF BUSINESS
As used in this Report, all references to the
“Company,” “we,” “our,” “Quantum Cyber,” “Quantum,” and “us” refer
to Quantum Cyber N.V. and its subsidiaries, unless otherwise indicated or the context otherwise requires.
Overview
Quantum Cyber is a technology company focused
on developing intelligent, scalable platforms that integrate artificial intelligence (“AI”) and quantum computing to power
next-generation control systems for unmanned vehicles, aerial vehicles and underwater vehicles, such as drones, self-driving cars and
robotic fleets.
The Company’s platforms are designed to
address the fundamental limitations of classical computing approaches to autonomous vehicle control, specifically the inability to solve
high-dimensional, multi-objective optimization problems in real time. By pairing AI-driven adaptive perception and decision-making with
quantum computing’s capacity to explore vast solution spaces simultaneously, the Company believes that its systems enable capabilities
that are not achievable through conventional approaches alone. The Company anticipates investing in research and development (“R&D”)
to power ultimate commercialization of its drone technology.
The Company’s core mission is to accelerate
the convergence of AI and quantum technologies to deliver safer, more capable, and more efficient autonomous systems for defense, commercial
logistics, disaster response, and critical infrastructure operations. The Company believes this convergence represents a significant technological
frontier of the coming decade.
Corporate History
The Company is a public company under Dutch law.
The Company was incorporated on March 8, 2021, as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
under Dutch law, and was formed to acquire PharmGenomics GmbH (“PharmGenomics”), a German company with limited liability.
The Company acquired PharmGenomics on September 20, 2021. On November 9, 2021, the Company converted into a Dutch public company with
limited liability (naamloze vennootschap). In April 2026, it changed its name from “Mainz Biomed N.V.” to “Quantum Cyber
N.V.” The Company operates through its U.S. subsidiary, Quantum Drones Corporation, which was incorporated in the State of Nevada
in May 2026, and maintains its principal executive offices in West Palm Beach, Florida. Its common stock is listed on the Nasdaq Capital
Market under the ticker symbol “QUCY” (previously “MYNZ” prior to the ticker change in April 2026).
Industry
The Company operates at the intersection of AI,
quantum computing, autonomous systems, cybersecurity, and defense technology. The markets in which we operate span two rapidly expanding
and converging technology sectors: autonomous unmanned vehicles and quantum computing. Both markets are experiencing significant investment,
regulatory evolution, and adoption across defense, commercial, and government applications. The Company is focused on developing and commercializing
intelligent autonomous platforms and optimization technologies for governmental, commercial, and security-focused applications.
The Artificial Intelligence Industry
The global AI and autonomous systems industries
are experiencing rapid growth driven by increased adoption of machine learning, edge computing, robotics, autonomous navigation, predictive
analytics, and real-time data processing technologies. Governments, defense agencies, infrastructure operators, logistics providers, and
enterprise customers are increasingly deploying AI-enabled autonomous systems for surveillance, reconnaissance, inspection, mapping, perimeter
security, logistics support, emergency response, and operational efficiency.
Autonomous Unmanned Vehicles (“UAVs”)
The global market for unmanned aerial vehicles
and autonomous ground systems has grown substantially over the past decade, driven by advances in AI, sensor miniaturization, battery
technology, and communications infrastructure. The defense and security sectors in particular are increasingly prioritizing autonomous
and semi-autonomous technologies capable of operating in contested or denied environments. Demand for drone-based systems, autonomous
swarm technologies, AI-assisted targeting and navigation systems, and resilient communications platforms has increased due to evolving
geopolitical threats, border security requirements, infrastructure protection needs, and modernization initiatives among military and
homeland security organizations.
According to Fortune Business Insights, the global
UAV market was valued at approximately $31.70 billion in 2023, and is projected to reach $91.23 billion by 2030, growing at a compound
annual growth rate of approximately 16.3%. Defense applications—including intelligence, surveillance, and reconnaissance, logistics,
and offensive systems—represent a significant portion of current demand, while commercial applications in delivery, infrastructure
inspection, agriculture, and public safety are expanding rapidly.
Key market drivers include:
| ● | Increased defense spending globally on unmanned
platforms as nations modernize military capabilities; |
| ● | Growing commercial demand for last-mile delivery
and autonomous logistics networks; |
| ● | Adoption of drone-based solutions in infrastructure
inspection, precision agriculture, and environmental monitoring; |
| ● | Regulatory maturation, including FAA Beyond Visual
Line of Sight (“BVLOS”) rulemaking in the United States and equivalent frameworks internationally; and |
| ● | Reduction in component costs enabling broader
commercial deployment. |
Quantum Computing
Quantum computing and quantum optimization technologies
are also emerging as important tools for solving, among others, computationally intensive problems involving route optimization, sensor
fusion, scheduling, cybersecurity, cryptography, and multi-agent coordination. For example, hardware providers, including superconducting,
trapped-ion, photonic, and neutral-atom platforms, have demonstrated increasing qubit counts and improved error rates. Although the commercial
quantum computing market remains in a early stages of commercial development, industry participants and governmental agencies continue
to invest significant resources into the research and commercialization of quantum-enabled technologies. According to MarkNtel Advisors,
the global quantum computing market is projected to grow from approximately $1.1 billion in 2023 to $5.2 billion by 2030.
The Company believes that the convergence of AI,
autonomous systems, and quantum optimization technologies creates opportunities to develop differentiated solutions capable of addressing
complex operational challenges in both commercial and defense environments. Classical AI approaches to UV control are constrained by the
computational complexity of multi-agent coordination, real-time multi-objective optimization, and operation in adversarial or degraded
environments. Our computing ability to explore exponentially large solution spaces simultaneously is purpose-built for these problems.
Early movers that build integrated AI-quantum platforms for UV applications stand to capture durable competitive advantages as quantum
hardware matures and deployment costs decline. Our strategy includes integrating AI-enabled decision-making capabilities with scalable
autonomous hardware and optimization software to support real-time operational coordination, navigation, threat detection, and autonomous
mission execution.
The Company’s revenue-generating activities
are expected to consist primarily of (i) licensing and commercialization of intellectual property; (ii) the design, development, integration,
and sale of autonomous systems and related technologies; (iii) software licensing and AI-enabled operational platforms; (iv) cybersecurity
and optimization solutions; and (v) strategic commercial and governmental relationships. The Company may also pursue revenue opportunities
through consulting arrangements, engineering services, maintenance and support agreements, manufacturing arrangements, and strategic technology
partnerships.
The Company’s operations are subject to
extensive government regulation, including export control laws, cybersecurity requirements, data privacy laws, aviation regulations, defense
procurement regulations, sanctions laws, environmental regulations, and regulations governing the use of AI technologies and unmanned
systems. Certain products and technologies may require governmental approvals, certifications, registrations, or export licenses before
commercialization or deployment. See “Government Regulation” below.
Seasonality and Cyclicality
The Company’s business is not materially
seasonal, although the timing of governmental procurement cycles, defense budgeting processes, customer purchasing decisions, contract
awards, and technology deployment schedules may result in fluctuations in operating results from period to period. The Company expects
that its sales cycle may vary significantly depending on the customer type, procurement process, technical requirements, operational testing
procedures, regulatory approvals, and contract size. Governmental and defense-related opportunities may involve extended procurement cycles,
pilot deployments, qualification processes, and compliance requirements.
Our Products and Technologies
Quantum Cyber is developing and commercializing
AI-enabled autonomous technologies, optimization software, cybersecurity applications, and related operational systems designed for commercial,
governmental, and defense-related applications. The Company’s product portfolio is organized around a unified software and hardware
integration platform, the Quantum Autonomy Platform (“QAP”), that provides the core technology infrastructure for our solutions.
The QAP is designed as a modular, extensible architecture that can be deployed across UAVs, ground vehicle, and underwater vehicle applications
and can interface with both existing classical compute infrastructure and emerging quantum hardware.
Quantum Autonomy Platform
The QAP consists of three principal layers, the
AI Control Layer, the Quantum Optimization Engine, and the Quantum Sensing Integration Module.
| ● | AI Control Layer. The AI Control Layer manages real-time perception, decision-making, and vehicle
control using machine learning and reinforcement learning models. It processes sensor data streams—including LiDAR, radar, cameras,
and inertial measurement units—to maintain environmental awareness, detect and classify obstacles, and execute adaptive control
policies. The AI Control Layer is designed to operate onboard the UV with low latency, handling the dynamic, moment-to-moment decisions
required for safe autonomous operation. |
| ● | Quantum Optimization Engine. The Quantum Optimization Engine provides an interface between the
AI Control Layer and quantum processing resources, whether accessed via cloud-based quantum computing services or, in future deployments,
embedded quantum co-processors. The engine translates complex optimization problems—such as multi-vehicle route planning, swarm
task allocation, energy management, and threat avoidance—into quantum-native formulations (including Quadratic Unconstrained Binary
Optimization, or QUBO, problems) and manages job submission, result retrieval, and integration back into the control loop. The engine
is hardware-agnostic and supports integration with leading quantum hardware providers. |
| ● | Quantum Sensing Integration Module. The Quantum Sensing Integration Module provides drivers, calibration
tools, and data fusion algorithms for integrating quantum sensing hardware—including quantum inertial navigation systems and quantum
magnetometers—into the UV navigation stack. Quantum sensors offer substantially improved sensitivity and stability compared to classical
MEMS-based sensors, enabling precision navigation in GPS-denied or GPS-contested environments critical for defense and certain commercial
applications. |
Software Products
Built on the QAP, the Company offers the following primary software
products: QC-Swarm, QC-Nav, QC-Sense and QC-Shield.
| ● | QC-Swarm.
A swarm coordination and fleet management solution enabling real-time coordination of large
groups of UAVs or ground vehicles. QC-Swarm uses quantum optimization to solve task allocation,
collision avoidance, and formation control problems across fleets of multiple drones
simultaneously. |
| ● | QC-Nav. An advanced navigation and path
planning module that combines AI-based environment modeling with quantum-accelerated trajectory optimization. QC-Nav is designed for operation
in GPS-denied, signal-jammed, or electronically contested environments. |
| ● | QC-Sense. A sensor fusion and positioning
solution integrating classical and quantum sensing hardware to deliver high-precision localization and environmental mapping. |
| ● | QC-Shield. A threat detection and avoidance
module leveraging AI pattern recognition and quantum-accelerated scenario analysis to detect, classify, and respond to electronic countermeasures,
adversarial drones, or physical hazards. |
The Company’s technologies are intended
to support autonomous and semi-autonomous operations involving UAVs, autonomous navigation systems, swarm coordination technologies, AI-assisted
operational decision-making, and secure communications architectures. The Company’s technology strategy includes combining machine
learning, sensor fusion, real-time analytics, edge processing, optimization algorithms, and quantum-inspired computational approaches
to improve operational efficiency and autonomous coordination.
The Company’s current technology portfolio includes intellectual
property licensed from BP United Inc. relating to autonomous systems, unmanned aerial technologies, and related operational capabilities.
The Company intends to continue expanding its technology portfolio through internal development efforts, strategic partnerships, licensing
arrangements, and selective acquisitions of complementary technologies.
The Company’s autonomous systems are intended to support a variety
of use cases, including:
| ● | defense and security operations; |
| ● | surveillance and reconnaissance; |
| ● | infrastructure monitoring and inspection; |
| ● | logistics and fleet coordination; |
| ● | disaster response and emergency management; |
| ● | perimeter and border security; |
| ● | operational mapping and data collection; and |
| ● | cybersecurity and operational intelligence applications. |
The Company is also evaluating opportunities involving
quantum optimization and advanced computational technologies designed to enhance path planning, swarm coordination, resource allocation,
signal processing, threat analysis, and operational decision-making. The Company may integrate third-party AI, cloud, communications,
and computational technologies into its platforms where appropriate.
The Company’s research and development efforts
are focused on improving autonomous capabilities, operational reliability, communications resilience, AI model performance, data processing
efficiency, and scalability. The Company expects that continued investment in research and development will be necessary to remain competitive
due to rapid technological change and evolving customer requirements.
The Company’s technologies may require regulatory
approvals, export licenses, operational certifications, or customer-specific validation prior to deployment in certain jurisdictions or
industries.
Research and Development
The Company plans to invest heavily in R&D
to advance our platform capabilities and maintain technological leadership. Our R&D efforts are focused on (i) improving quantum algorithm
performance and efficiency for UV optimization problems, (ii) developing lower-latency interfaces between AI and quantum processing, (iii)
advancing quantum-classical hybrid architectures suitable for embedded deployment, and (iv) expanding our sensor fusion and quantum sensing
capabilities.
Sales, Marketing, and Distribution
The Company sells its products and services through
a direct sales force focused on government and defense procurement channels and through a commercial sales team targeting autonomous systems
integrators and enterprise operators. The Company’s government sales efforts leverage relationships with program managers, contracting
officers, and systems program offices, and we pursue opportunities through competitive proposals responding to Requests for Proposal,
Other Transaction Authority agreements, and Small Business Innovation Research and Small Business Technology Transfer programs.
Our commercial sales activities are focused on
partnerships with UV platform manufacturers and systems integrators who embed our QAP into their products, as well as direct relationships
with enterprise operators deploying large UV fleets.
The Company’s marketing strategy is focused
on technical credibility, thought leadership, and demonstrated performance. The Company participates in key defense and aerospace industry
conferences and trade shows, publish technical research through peer-reviewed venues and industry white papers, and maintain an active
engagement program with government research agencies including DARPA, the Air Force Research Laboratory, and equivalent organizations.
We believe that demonstrated technological performance in customer evaluations and pilot programs is the most effective marketing tool
in our markets.
The Company intends to participate in industry
conferences, demonstrations, pilot programs, proof-of-concept deployments, strategic collaborations, and customer evaluations in order
to market its technologies and establish commercial relationships.
The Company may also generate revenue through
intellectual property licensing arrangements, recurring software subscriptions, maintenance agreements, support services, and integration
or customization projects.
Customers
The Company’s target customers include governmental
agencies, prime defense contractors, defense organizations, homeland security agencies, infrastructure operators, industrial enterprises,
logistics providers, and commercial entities seeking AI-enabled autonomous systems, optimization technologies, cybersecurity capabilities,
or related operational solutions. Defense and government customers currently represent the majority of the Company’s revenue, reflecting
both the early stage of commercial quantum-AI applications and the substantial mission-critical demand from defense customers for enhanced
autonomous vehicle capabilities in contested environments. The Company also currently serves a number of commercial UAV operators and
integrators who embed its software within their platforms.
The Company aims to enter into contracts and cooperative
agreements with agencies and program offices within the U.S. Department of Defense, as well as with select allied-nation defense organizations.
Government contracts and subcontracting opportunities may contain provisions permitting termination for convenience, modification of contract
scope, audit rights, pricing adjustments, security requirements, or other provisions customary in governmental procurement arrangements.
The Company may derive a significant portion of
future revenues from a limited number of customers, including governmental or defense-related customers. As a result, the loss of a significant
customer, delays in customer procurement decisions, reductions in governmental spending, contract terminations, budgetary constraints,
or changes in customer priorities could materially adversely affect the Company’s business, operating results, and financial condition.
The Company’s ability to obtain and retain
customers depends upon a variety of factors, including product performance, technological capabilities, pricing, regulatory compliance,
cybersecurity protections, reliability, customer support, operational effectiveness, and the Company’s ability to satisfy procurement
and qualification requirements.
Manufacturing and Suppliers
The Company expects to utilize a combination of
internal resources, third-party manufacturers, contract manufacturers, component suppliers, software providers, and strategic vendors
in connection with the development, assembly, integration, and deployment of its technologies and autonomous systems.
The Company’s products may incorporate specialized
components, including semiconductors, processors, sensors, communications hardware, navigation systems, imaging equipment, batteries,
antennas, and other electronic components sourced from third-party suppliers.
The Company may depend on a limited number of
suppliers for certain critical components, materials, manufacturing services, software tools, or operational technologies. Supply chain
disruptions, shortages, quality control issues, tariffs, export restrictions, inflationary pressures, geopolitical instability, transportation
delays, or the inability of suppliers to meet production requirements could adversely affect the Company’s operations.
The Company may also rely on cloud infrastructure
providers, data hosting providers, AI service providers, and software vendors to support portions of its operations and technology platforms.
Intellectual Property
The Company’s success depends significantly
on its ability to obtain, maintain, protect, and enforce intellectual property rights relating to its technologies, products, software,
processes, and proprietary know-how. Its intellectual property is a critical asset and a key competitive differentiator.
As of the date of this Report, the Company owns
or has applied to register trademarks and service marks in the United States and select international markets for our primary product
and company names, including QUANTUM CYBER, QC-SWARM, QC-NAV, QC-SENSE, and QC-SHIELD.
As of the date of this Current Report on Form 8-K, the Company and its subsidiary had six (6) pending U.S. patent applications. The Company’s
patent portfolio covers a range of technologies related to drones, including autonomous demining drones, swarm drones, EMP-shielded drones,
unmanned system-level sentinel drone architecture, acoustic sensory array drones, a payload interface system for aerial drone platforms,
and related methods.
The Company’s intellectual property portfolio
includes licensed intellectual property rights obtained pursuant to the Company’s IP License Agreement with BP United Inc., as well
as internally developed technologies, trade secrets, software, algorithms, proprietary data, know-how, trademarks, copyrights, and potential
future patent rights.
The Company intends to protect its intellectual
property through a combination of patent filings, trade secret protections, confidentiality agreements, invention assignment agreements,
trademarks, copyrights, licensing arrangements, contractual restrictions, and other proprietary rights protections.
The Company may license technology from third
parties or enter into strategic intellectual property arrangements in order to expand its technological capabilities and commercial opportunities.
The Company may also pursue additional patent applications and other intellectual property protections in the United States and internationally.
The duration and enforceability of the Company’s
intellectual property rights may vary by jurisdiction and by the nature of the applicable rights. Patents, if granted, generally have
limited terms and may be challenged, invalidated, circumvented, or narrowed. Trade secrets and proprietary know-how may be difficult to
protect and may be independently developed by competitors.
The Company’s competitive position may depend
in part on its ability to avoid infringing the intellectual property rights of third parties and to operate without costly litigation,
licensing disputes, or regulatory restrictions.
Competition
The markets in which the Company operates are
characterized by rapid technological innovation, evolving customer requirements, increasing regulatory oversight, intense competition,
and substantial capital requirements. The Company competes with both established defense contractors and emerging technology companies
developing AI, robotics, cybersecurity, autonomous systems, and quantum computing solutions.
The Company currently competes with a broad range of participants,
including:
| ● | large defense contractors; |
| ● | aerospace and security technology companies; |
| ● | AI and robotics companies; |
| ● | cybersecurity companies; |
| ● | drone and autonomous systems manufacturers; |
| ● | cloud computing and software companies; and |
| ● | emerging quantum computing and optimization technology providers. |
Competition in Autonomous UV Systems
In the autonomous unmanned vehicle market, the
Company competes with established defense and aerospace prime contractors—including large, well-capitalized companies that have
long-standing customer relationships, significant existing contract vehicles, and deep engineering resources. The Company also compete
with a growing number of venture-backed and publicly listed autonomous systems companies that are developing AI-powered drone and ground
vehicle platforms. Key competitive factors include:
| ● | Technical performance and capability of the autonomous control system; |
| ● | Ability to operate in contested, GPS-denied, or electronically degraded environments; |
| ● | Platform scalability for large fleet and swarm operations; |
| ● | Integration with existing customer hardware and infrastructure; and |
| ● | Security, reliability, and certifiability for defense. |
Competition in Quantum Computing Applications
In the quantum computing applications space, the
Company competes with quantum software and algorithm developers that are targeting optimization and machine learning use cases across
multiple industries. Some quantum hardware providers also offer or are developing software and application layers that may compete with
our platform. Additionally, certain well-capitalized technology companies have internal quantum computing programs that could develop
competing offerings.
Competitors may include companies such as Alphabet/Google,
Amazon Web Services, IBM, Microsoft, Lockheed Martin, Northrop Grumman, Palantir, Anduril, RTX, Boeing, Shield AI, AeroVironment, Quantinuum,
IonQ, D-Wave, and other public and private technology companies.
Many of the Company’s competitors possess
substantially greater financial, technical, manufacturing, operational, marketing, and personnel resources than the Company. Competitors
may also possess greater name recognition, broader intellectual property portfolios, established governmental relationships, larger installed
customer bases, and more extensive manufacturing and distribution capabilities.
The principal competitive factors in the Company’s
markets include:
| ● | technological performance and reliability; |
| ● | AI and autonomous operational capabilities; |
| ● | scalability and integration capabilities; |
| ● | cybersecurity and data protection; |
| ● | pricing and total cost of ownership; |
| ● | customer support and maintenance; |
| ● | intellectual property protection; |
| ● | operational effectiveness; and |
| ● | relationships with governmental and commercial customers. |
The Company may also compete with internally developed
customer technologies and open-source software alternatives.
Certain Company products or technologies may require
governmental approvals, certifications, export licenses, operational authorizations, or customer-specific qualification procedures prior
to commercialization or deployment. Delays or failures in obtaining such approvals could adversely affect the Company’s business.
Government Regulation
The Company’s business is subject to numerous
U.S. and international laws and regulations relating to defense technologies, autonomous systems, AI technologies, cybersecurity, export
controls, privacy, data protection, aviation operations, and government procurement.
Federal Aviation Administration (FAA)
Commercial UAV operations in the United States
are regulated primarily by the FAA under Title 14 of the Code of Federal Regulations, Parts 107 and 135. The FAA’s framework governs
pilot certification, operational limitations, airspace access, and UAV type certification. The FAA has been actively developing rulemaking
for Beyond Visual Line of Sight operations, Remote ID, and Urban Air Mobility integration, each of which is relevant to commercial deployment
of our platform. The Company actively participates in FAA Pilot Programs and engage with the FAA’s regulatory development process.
Changes to FAA regulations or delays in BVLOS rulemaking could impact the pace of commercial adoption of our products.
Department of Defense and Export Controls
A significant portion of the Company’s revenue
in the future is expected to be derived from U.S. government defense contracts, which are subject to the Federal Acquisition Regulation
and the Defense Federal Acquisition Regulation Supplement, as well as agency-specific acquisition regulations. Our operations and technology
are also subject to U.S. export control laws and regulations, including the Export Administration Regulations administered by the U.S.
Department of Commerce Bureau of Industry and Security and the International Traffic in Arms Regulations administered by the U.S. Department
of State Directorate of Defense Trade Controls. Certain of our products and technologies may be classified as dual-use items or defense
articles requiring export licenses before being transferred to foreign persons or entities. The Company’s failure to comply with
applicable export control laws could result in significant civil and criminal penalties and loss of export privileges.
Artificial Intelligence Regulation
The regulation of AI systems is evolving rapidly
in the United States and internationally. The White House Executive Order on Safe, Secure, and Trustworthy Development and Use of Artificial
Intelligence and related agency guidance impose requirements on AI developers and deployers, including testing, documentation, and transparency
obligations. The European Union Artificial Intelligence Act establishes a tiered regulatory framework for AI applications based on risk,
with the highest obligations applying to “high-risk” AI systems—a category that may encompass our autonomous vehicle
control systems. We monitor regulatory developments closely and are actively working to build compliance frameworks appropriate for the
regulatory environment we anticipate.
Quantum Computing Regulation
Quantum computing technologies are subject to
increasing regulatory attention, particularly regarding national security implications, export controls, and supply chain security. BIS
has expanded export control restrictions on certain quantum computing technologies and components. Additionally, the National Quantum
Initiative Act and related federal programs establish priorities and oversight frameworks for U.S. quantum technology development. We
are engaged with relevant regulatory and legislative processes and maintain compliance programs designed to address applicable quantum-related
regulations.
Data Privacy and Cybersecurity
Our operations involve the collection, processing,
and storage of sensitive data, including information generated by defense customers and operational data from UV systems. We are subject
to federal and state data privacy and cybersecurity laws and regulations, including the Cybersecurity Maturity Model Certification (“CMMC”)
framework required for defense contractors handling Controlled Unclassified Information. We have implemented information security programs
and policies designed to achieve the required CMMC certification level for our applicable contracts.
Properties
The Company’s principal executive offices
are located at 1501 Belvedere Road, Suite 500, West Palm Beach, Florida 33406.
The Company may utilize additional office space,
research facilities, testing environments, cloud infrastructure, engineering facilities, and third-party operational sites in connection
with its business activities. The Company believes its existing facilities and infrastructure are currently adequate for its present operations
and that suitable additional or alternative space will be available as needed on commercially reasonable terms.
RISK FACTORS
An investment in the Company’s securities
involves a high degree of risk. Due to the Company’s strategic business transition and the transactions described in this Report,
certain risk factors included in the Annual Report may no longer be applicable, or may have evolved, and the risk factors set forth below
address additional risks that are material to the Company’s current business, operations and strategy. In light of these developments,
investors should refer to the disclosure in this Report for a current description of the Company’s risk factors.
We ceased to be a foreign private issuer
as of January 1, 2026, which could result in significant additional cost and expense.
On January 1, 2026, we ceased to qualify as
a foreign private issuer. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be
significantly higher than we were accustomed to as a foreign private issuer. Among other enhanced disclosure requirements, we are
now required to comply with proxy requirements and file periodic reports and registration statements on U.S. domestic issuer forms
with the SEC, which are more detailed and extensive in certain respects than the forms that had been available to us as a foreign
private issuer. We are required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather
than IFRS, and modify certain of our policies to comply with corporate governance practices required of U.S. domestic issuers. Such
conversion of our financial statements to U.S. GAAP will involve significant time and cost. These new requirements may cause us to
make errors in our disclosure controls and procedures, weaken our internal controls over financial reporting and cause us to miss
important filing deadlines with the Commission or to omit necessary information, all of which could hamper your ability to make an
informed investment decision in our company.
In addition, we have lost our ability to rely
upon exemptions from certain corporate governance requirements on U.S. stock exchanges (including the Nasdaq Capital Market) that are
available to foreign private issuers such as the ones described above and exemptions from procedural requirements related to the solicitation
of proxies. As a result, we may no longer be able to take corporate actions as easily or cost-efficiently, if at all, as we could take
as a foreign private issuer.
We might consider whether to redomicile
to a U.S. jurisdiction or other foreign jurisdiction.
Since we are no longer a foreign private
issuer, we will assess whether it is more beneficial for corporate purposes to redomicile to either another foreign jurisdiction or
a U.S. jurisdiction than to remain as a public company under Dutch law. Such a redomicile could entail significant cost and time
for us to undertake, could affect certain rights that you have as a shareholder and could impose additional disclosure and
compliance requirements from both the SEC and Nasdaq.
We have received a notice from the Nasdaq
Capital Market regarding non-compliance with continued listing standards. If we are unable to regain compliance, our ordinary shares may
be delisted.
On March 20, 2026, we received a letter from the
Listing Qualifications Department of the Nasdaq Stock Market indicating that, based upon the closing bid price of our ordinary shares
for the 30 consecutive business days between February 5, 2026, to March 19, 2026, the Company did not meet the minimum bid price of $1.00
per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated
that we will be provided with a compliance period of 180 calendar days, or until September 16, 2026, in which to regain compliance pursuant
to Nasdaq Listing Rule 5810(c)(3)(A). If our ordinary shares are delisted from the Nasdaq Capital Market, it could significantly impair
the liquidity and market value of our securities, reduce the ability of our shareholders to purchase or sell shares, limit our ability
to raise additional capital through public offerings, and adversely affect the perception of our Company among investors, customers, and
business partners. Delisting could also trigger defaults or acceleration provisions under our outstanding convertible notes and other
instruments, which could have a material adverse effect on our financial condition.
Our success depends on our ability to identify,
acquire, and integrate AI and quantum computing companies, and there can be no assurance that we will be able to do so successfully.
Our strategy is predicated on the acquisition
and development of companies with proven, deployable technology platforms in the AI and quantum computing markets. The success of this
strategy depends on our ability to identify suitable acquisition targets, negotiate favorable terms, obtain necessary regulatory approvals,
and successfully integrate acquired businesses. The integration of acquired companies involves significant risks, including the potential
loss of key personnel, disruption of ongoing business operations, failure to realize anticipated synergies, difficulties in coordinating
geographically dispersed operations, and the diversion of management’s attention from other business activities. We may also face
competition from larger, better-capitalized companies in identifying and acquiring attractive targets. If we are unable to successfully
identify, acquire, and integrate defense and security technology companies, our ability to execute our strategic plan and achieve revenue
growth will be materially and adversely affected.
We have a limited operating history in our
current business lines, which makes it difficult to evaluate our prospects.
The Company’s current business strategy
involving AI-enabled autonomous systems, drone technologies, cybersecurity applications, quantum optimization technologies, and defense-related
operational systems is relatively new and evolving. As a result, investors have limited historical information upon which to evaluate
the Company’s business prospects, operational capabilities, or likelihood of achieving commercial success. The Company may encounter
unforeseen technological, operational, regulatory, competitive, or financial challenges that could adversely affect its business and operating
results.
We may require substantial additional capital
to execute our business plan.
The Company expects that substantial additional
financing may be required to fund research and development, technology acquisitions, commercialization efforts, manufacturing scale-up,
hiring, regulatory compliance, and general corporate operations. Additional financing may not be available on acceptable terms or at all.
Any future equity financing could be dilutive to existing shareholders, while debt financing could impose restrictive covenants and repayment
obligations.
We depend on intellectual property, and
our future success depends on our ability to protect our intellectual property and not infringe on the rights of others.
Our future success depends in significant part
on our ability to obtain, maintain, and enforce meaningful intellectual property protection for the technologies developed by our operating
subsidiaries, including BP United’s drone technology portfolio, and to operate our business without infringing the intellectual
property rights of others. The intellectual property protections available to us, including patents, trade secrets, and contractual protections,
may not provide adequate protection against unauthorized use of our technologies by competitors, and competitors may independently develop
similar or superior technologies. If we are unable to adequately protect our intellectual property, or if we inadvertently infringe on
the intellectual property rights of third parties, our business, financial condition, and results of operations could be materially and
adversely affected.
If we are unable to protect the confidentiality
of our trade secrets and know-how, our proprietary information may be used by others to compete against us.
In addition to patents, our operating subsidiaries
rely substantially on trade secrets, know-how, and other forms of unregistered intellectual property to protect technical and operational
information that is not publicly disclosed, including proprietary algorithms, signal processing techniques, hardware designs, training
data, manufacturing processes, customer information, and operational know-how. Trade secrets are inherently difficult to protect. Although
our operating subsidiaries enter into confidentiality and invention assignment agreements with employees, consultants, contractors, and
business partners, these agreements may be breached, may not provide for sufficient remedies, or may be unenforceable in certain jurisdictions.
The departure of key personnel, particularly individuals with deep technical knowledge of BP United’s drone technology portfolio,
could result in the loss or compromise of trade secrets even where confidentiality obligations remain in effect. If our trade secrets
or know-how are misappropriated, disclosed without authorization, or independently developed by competitors, our competitive position
could be materially and adversely affected, and we may have limited or no ability to recover damages or obtain injunctive relief.
Legal proceedings or third-party claims
of intellectual property infringement, whether with or without merit, may require us to incur substantial costs and could prevent us from
developing or commercializing our products.
The quantum computing and AI software industries
are characterized by extensive intellectual property and frequent litigation regarding patents, trade secrets, and other intellectual
property rights. Third parties may assert claims that our operating subsidiaries’ products, methods, technologies, or business activities
infringe on their intellectual property rights, regardless of the merit of such claims. Defending against intellectual property litigation,
even where the claims are ultimately determined to be without merit, can require substantial expenditures of time and money, divert the
attention of management and technical personnel, and create uncertainty among customers and business partners. If we or our operating
subsidiaries were to be found liable for intellectual property infringement, we could be subject to injunctions preventing the further
development, manufacture, or commercialization of affected products, required to pay substantial damages or royalties, or required to
obtain costly licenses, any of which could have a material adverse effect on our business, financial condition, and results of operations.
Our products and services rely on artificial
intelligence and machine-learning technologies, which are subject to evolving regulatory frameworks and to risks of model error, bias,
and unintended outcomes, any of which could harm our business and reputation.
BP United’s autonomous defense platforms
rely on machine-learning models that are trained on, and continue to learn from, available data sets. Such models are subject to inherent
risks of error, including false-positive and false-negative classifications, drift in model performance over time, and biased outcomes
resulting from limitations in training data. In safety-critical and security-critical operating environments, errors in AI model outputs
could result in serious harm to persons or property, in damage to customer assets or operations, or in failure to detect threats that
the system is designed to detect, any of which could expose the Company to material liability, contractual remedies, reputational harm,
and the loss of customer relationships. The legal and regulatory framework governing the development, deployment, and use of AI technologies,
including in defense and security applications, is rapidly evolving in the United States, Israel, the European Union, and other jurisdictions,
and may impose additional compliance, transparency, certification, and recordkeeping obligations on the Company. New or expanded AI regulation
could increase our compliance costs, restrict our ability to deploy our products in particular markets or use cases, or expose the Company
to enforcement actions or third-party claims, any of which could materially adversely affect our business.
We and our customers handle sensitive defense,
security, and operational data, and a cyber-attack or other security incident affecting us, our products, or our customers could harm
our business, expose us to liability, and damage our reputation.
By the nature of our defense, AI, and quantum
computing activities, our products and services interact with sensitive customer data, classified or restricted information, and operational
technology environments. Cyber-attacks targeting defense and security technology companies, their products, and their supply chains have
increased in frequency and sophistication, and may include attacks by state-sponsored actors, organized criminal actors, and individuals
targeting specific personnel through phishing or social engineering. A successful cyber-attack on our information technology systems,
on our products as deployed in customer environments, or on our supply-chain or third-party service providers could result in unauthorized
access to or disclosure of confidential or classified customer information, the disruption of customer operations, the compromise of safety-critical
functions, or the manipulation or destruction of data. Any such incident could result in significant remediation and notification costs,
regulatory inquiries, civil or criminal liability, contractual penalties, the loss of customer relationships, the loss of required customer
or government certifications or clearances, and material harm to our reputation. Although we maintain information security programs and
controls intended to address these risks, we cannot assure you that those programs and controls will prevent or detect all cyber-attacks
or security incidents.
Government procurement cycles are lengthy
and unpredictable.
Governmental and defense-related procurement opportunities
frequently involve lengthy evaluation periods, operational testing requirements, technical qualification procedures, budgetary approvals,
security clearance requirements, and compliance reviews. The Company may expend significant resources pursuing procurement opportunities
that may not result in contracts or revenues.
Our technologies may fail to perform as
expected in operational environments.
Autonomous systems, AI-enabled software, drone
technologies, cybersecurity systems, and operational intelligence platforms are highly complex and may contain design defects, software
errors, cybersecurity vulnerabilities, operational limitations, or integration issues. Real-world operating environments may expose technologies
to unpredictable conditions, communications interference, environmental hazards, or hostile countermeasures that impair operational performance.
Geopolitical instability in the Middle East
may disrupt critical semiconductor materials, increase fuel costs, and adversely affect our ability to meet customer demand.
Geopolitical instability and conflicts in the
Middle East, including military activity and escalating tensions involving Iran, create significant uncertainty for global markets, including
energy and materials markets, and could adversely impact our operations and financial results. The region is a major source of global
oil production and a critical transit point for maritime shipping routes. Hostilities, infrastructure damage, sanctions, or blockages
of key shipping lanes could disrupt oil production and distribution, reducing the availability of fuel or increasing fuel prices. Recent
armed conflicts have already forced key state sponsored fuel production facilities in the region offline, contributing to global fuel
price volatility.
In addition to fuel-related risks, current conflict
in the Middle East is disrupting supplies of critical semiconductor materials. For example, Qatar accounts for more than one-third of
the world’s helium production, and recent Iranian drone strikes halted operations at major helium facilities. Additionally, bromine
supplies are also at risk, as approximately two-thirds of the global production originates from Israel and Jordan, and disruptions in
the region could affect semiconductor etching, detection, and circuit-formation processes.
The Company’s business is dependent in part
on the continued development and availability of semiconductors, as well as sensors, electronic components, communications equipment,
cloud computing infrastructure, AI processing hardware, and specialized manufacturing capabilities. Geopolitical instability and resulting
supply chain disruptions, shortages of critical components, or increased costs of materials may adversely affect the Company’s ability
to manufacture, deploy, and commercialize its products.
Our industry is competitive on a global
scale, from both quantum and classical competitors, and we may not be successful in competing in this industry or establishing and maintaining
confidence in our long-term business prospects among current and future partners and customers, which would materially harm our reputation,
business, results of operations and financial condition.
The AI and quantum computing markets in which we operate are highly
competitive and characterized by rapid technological change, evolving customer requirements, and the presence of large, well-capitalized
incumbents. As these markets continue to mature and new technologies
and competitors enter such markets, we expect competition to intensify. Our current competitors include:
| ● | large, well-established tech companies that generally compete in all of our markets, including Google, Quantinuum, IBM, Microsoft,
Intel and AWS; |
| ● | less-established public and private companies with competing technology, including companies located outside the United States; |
| ● | existing or new entrants seeking to enter the quantum computing space; and |
| ● | new or emerging entrants seeking to develop competing technologies. |
We compete based on various factors, including
technology, performance, platform availability, price, brand recognition and reputation, customer support and differentiated capabilities,
including ease of administration and use, scalability and reliability, data governance and security. Many of our competitors have substantially
greater brand recognition, customer relationships, and financial, technical and other resources, including an experienced sales force
and sophisticated supply chain management. They may be able to respond more effectively than us to new or changing opportunities, technologies,
standards, customer requirements and buying practices. Our competitors may also develop technologies or products that are more effective,
more reliable, or less expensive than those offered by our subsidiaries, which could render our offerings less competitive or obsolete.
In addition, many countries are focused on developing quantum computing solutions either in the private or public sector and may subsidize
quantum computers which may make it difficult for us to compete. Many of our competitors do not face the same challenges we do in growing
our business. In addition, other competitors might be able to compete with us by bundling their other products and services in a way that
does not allow us to offer a competitive solution. If we are unable to compete effectively, our ability to win new customer contracts,
retain existing customers, and grow revenues could be materially and adversely affected.
The quantum computing industry is in its
early stages and is volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not
require use of our products and services, if it encounters negative publicity or if our solution does not drive commercial engagement,
the growth of our business will be harmed.
The nascent market for quantum computers is still
rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation
and industry standards, and changing customer demands and behaviors. If the market for quantum computers in general does not develop as
expected, or develops more slowly than expected, our business, prospects, financial condition and operating results could be harmed.
We have focused our efforts on the optimization
market with our annealing quantum computers, and in the near term expect our business to grow from this market. If optimization does not
require quantum computing or if other classical or quantum solutions perform better than our products and services, we could see a decrease
in customer uptake and revenue.
In addition, our growth and future demand for
our products is highly dependent upon the adoption by developers and customers of quantum computing, as well as on our ability to demonstrate
the value of quantum computing to our customers. Delays in future generations of our quantum computers or technical failures at other
quantum computing companies could limit market acceptance of our solution. Negative publicity concerning our solution or the quantum computing
industry as a whole could limit market acceptance of our solution. While we believe quantum computing will solve many large-scale problems,
we do not yet have evidence that quantum computers will be able to do so and such problems may never be solvable by quantum computing
technology. If our customers do not perceive the benefits of our solution, or if our solution does not drive customer engagement, then
our market may not develop at all, or it may develop more slowly than we expect. If any of these events occur, it could have a material
adverse effect on our business, financial condition or results of operations.
The regulatory framework for artificial
intelligence technologies is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are
currently considering additional laws and regulations.
We incorporate AI solutions into our
technology, services, and features, and these applications are important in our operations. The regulatory framework for AI technologies
is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional
laws and regulations. In addition, existing laws and regulations may be interpreted in ways that would affect the use of AI in our business.
As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot
yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and
may not always be able to anticipate how to respond to these laws or regulations.
Certain existing legal regimes (e.g., relating
to data privacy) regulate certain aspects of AI technologies, and new laws regulating AI technologies recently entered into force in the
United States and Europe. In the United States, the former Biden administration issued a broad Executive Order on the Safe, Secure and
Trustworthy Development and Use of Artificial Intelligence (the “2023 AI Order”), which sets out principles intended to guide
AI design and deployment for the public and private sectors and signals the increase in governmental involvement and regulation over AI
technologies. Agencies such as the Department of Commerce and the FTC have issued proposed rules governing the use and development of
AI technologies. Legislation related to AI technologies has also been introduced at the federal level and is advancing at the state level.
Such additional regulations may impact our ability to develop, use, and commercialize AI technologies offered by our service providers
and within our products and services in the future. This executive order was revoked by President Trump on January 23, 2025. Subsequently,
on January 23, 2025, the President issued Executive Order on Removing Barriers to American Leadership in Artificial Intelligence, which
directed relevant agencies to develop an action plan to assure global dominance by the United States in artificial intelligence, and to
examine any actions taken in connection with the 2023 AI Order, which are incongruent with Trump’s order.
On May 21, 2024, the European Union legislators
approved the EU Artificial Intelligence Act (the “EU AI Act”), which establishes a comprehensive, risk-based governance framework
for artificial intelligence in the EU market. The EU AI Act entered into force on August 2, 2024, and the majority of the substantive
requirements will apply from August 2, 2026. The EU AI Act, and developing interpretation and application of the GDPR in respect of automated
decision making, together with developing guidance and/or decisions in this area, may affect our use of AI technologies and our ability
to provide, improve or commercialize our business, require additional compliance measures and changes to our operations and processes,
result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations
and financial condition.
There have been numerous other laws and bills proposed at the U.S.
federal and state level, as well as internationally, aimed at regulating the deployment or provision of AI systems and services or otherwise
addressing aspects of the development or use of artificial intelligence. This includes the Utah Artificial Intelligence Policy Act, which,
among other things, imposes disclosure requirements on entities using generative artificial intelligence with customers, and other similar
regulatory schemes enacted by other states in the United States.
It is possible that further new laws and regulations
will be adopted in the United States and in other non-U.S. jurisdictions, or that existing laws and regulations, including competition
and antitrust laws, may be interpreted in ways that would limit our ability to use AI technologies for our business, or require us to
change the way we use AI technologies in a manner that negatively affects the performance of our system and business and the way in which
we use AI technologies. We may need to expend resources to adjust our system in certain jurisdictions if the laws, regulations, or decisions
are not consistent across jurisdictions. Further, the cost to comply with such laws, regulations or decisions and/or guidance interpreting
existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding
our use of AI technologies). Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws
and regulations, could materially and adversely affect our business, financial condition, results of operations, and prospects.
Our UAV business is subject to evolving federal, state, local
and international regulatory requirements, and changes in such regulations or our inability to comply with them could adversely affect
our business.
The distribution, sale, integration and operation
of UAVs are subject to extensive and evolving regulation by the FAA, the Department of Commerce, and other federal, state, local and foreign
authorities. These regulations govern, among other things, airspace usage, remote identification, beyond visual line of sight (“BVLOS”)
operations, operator certification, product authorizations, communications spectrum, importation, cybersecurity requirements and procurement
eligibility for government customers. These regulations may require us to obtain, maintain and periodically renew certifications, waivers
or operational authorizations in order to conduct certain types of drone operations, including operations beyond visual line of sight,
or operations in controlled or restricted airspace. If we are unable to obtain, maintain or renew required approvals or authorizations
on commercially reasonable terms or within required timeframes, our ability to expand our services, enter new markets or maintain existing
operations could be adversely affected.
Regulatory requirements applicable to UAV technology
and operations continue to evolve and may become more restrictive. If we or our suppliers are unable to obtain, maintain or renew required
licenses, certifications or authorizations, or if regulatory changes restrict the use, sale or importation of certain drone platforms,
components or related technologies, demand for our products and services could decline. Increased regulatory scrutiny, enforcement actions,
or delays in regulatory approvals could also increase our compliance costs, disrupt our operations or adversely affect our reputation.
Any material changes in the regulatory framework governing UAV operations,
or our failure to comply with applicable laws and regulations, could have a material adverse effect on our business, financial condition
and results of operations.
You may experience dilution of your ownership
interests if we issue additional ordinary shares or preferred shares.
In the future, we may issue our authorized but previously unissued
equity securities, resulting in the dilution of the ownership interests of our present shareholders. We are authorized to issue an aggregate
of up to 20,250,000 ordinary shares. As of May 26, 2026, we had 22,767,254 ordinary shares outstanding. In addition as of May 26, 2026,
we had warrants exercisable into 104,166 ordinary shares outstanding at an exercise price of $48, options exercisable into 458,554 ordinary
shares outstanding, and no prefunded warrants that are convertible into ordinary shares at $0.001 per share. We also had outstanding,
as of May 26, 2026, 1,000,000 Series A Preferred Shares, nominal value €0.01 per share, convertible into an aggregate of 9,000,000
ordinary shares, 1,000,000 Series B Preferred Shares, nominal value €0.01 per share, convertible into an aggregate of 9,000,000 ordinary
shares, 1,000,000 Series C Preferred Shares, nominal value €0.01 per share, convertible into an aggregate of 9,000,000 ordinary shares,
1,000,000 Series D Preferred Shares, nominal value €0.01 per share, convertible into an aggregate of 225,000,000 ordinary shares,
and 1,000,000 Series E Preferred Shares, nominal value €0.01 per share, convertible into an aggregate of 225,000,000 ordinary shares.
We may issue additional ordinary shares or other
securities that are convertible into or exercisable for ordinary shares in order to raise additional capital, or in connection with hiring
or retaining employees, directors, or consultants, or in connection with future acquisitions of licenses to technology or diagnostic tests
in connection with future business acquisitions, or for other business purposes. The future issuance of any such additional ordinary shares
or other securities, including those underlying the warrants and options we have issued and granted, would dilute the voting power of
our current shareholders, could dilute the net tangible book value per share at the time of such future issuance and may create downward
pressure on the trading price of our ordinary shares.
We may also issue preferred shares having rights,
preferences, and privileges senior to the rights of our ordinary shares with respect to dividends, rights to share in distributions of
our assets if we liquidate our company, or voting rights. Any preferred shares may also be convertible into ordinary shares on terms that
would be dilutive to holders of ordinary shares.
Warrant Exercises
On May 26, 2026, the Company issued a press release
announcing the exercise of remaining outstanding warrants of the Company and receipt of aggregate gross proceeds of approximately $15
million (the “Warrant Exercises”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Following the Warrant Exercises, as of May 26, 2026, there were 22,767,254
total ordinary shares of the Company issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Exhibit |
| 99.1 |
|
Press Release, dated May 26, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Quantum Cyber N.V. |
| |
|
|
| |
By: |
/s/ William Caragol |
| |
Name: |
William Caragol |
| |
Title: |
Chief Financial Officer |
| |
|
|
| Dated: May 26, 2026 |
|
|
Exhibit 99.1
Quantum Cyber Strengthens Balance Sheet with
Over $15 Million in Aggregate Financing; Cap Table is Debt-Free
Net Proceeds to Fund
R&D Expansion, Commercialization Team Build-Out, and Strategic Acquisitions, Including Finalization of Existing Pipeline Deals, Across
the Company’s Autonomous Defense Platform;
Current Shares Outstanding:
22,767,254
WEST PALM BEACH, Florida, May 26, 2026 --
Quantum Cyber N.V. (Nasdaq: QUCY) (“Quantum Cyber” or the “Company”), a Nasdaq-listed autonomous defense technology
company assembling an AI-powered System-of-Systems platform for drone warfare, counter-UAS, and border security applications, today announced
that warrant holders have fully exercised outstanding warrants, resulting in gross proceeds of over $15,000,000 to the Company. The funds
have been received and are currently held on the Company’s balance sheet.
As a result of the completed warrant exercises,
Quantum Cyber’s capital structure no longer includes any exercisable warrants and is debt-free. The Company has satisfied and extinguished
all outstanding debt obligations, and its capitalization table carries no remaining debt instruments. Management believes this represents
a material strengthening of the Company’s financial foundation as it executes its growth strategy. The Company’s current outstanding shares
are 22,767,254 as of the date of this release.
The Company intends to deploy the net proceeds
toward the expansion of its research and development capabilities, the build-out of its commercialization team, and the execution of its
strategic acquisition pipeline, including the finalization of existing deals currently in progress, and for general corporate purposes.
These investments are focused on accelerating the Company’s System-of-Systems platform across drone warfare, counter-UAS, autonomous naval
mine countermeasures, EMP-hardened drone components, and anti-drone ammunition. Management views these priorities as directly aligned
with the U.S. Department of Defense’s FY2027 budget priorities, which include approximately $55 billion in drone and autonomous warfare
procurement, and the counter-UAS market projected to grow from $3.1 billion to $10.6 billion by 2030 at a 27.2% CAGR (Grand View Research,
2025).
Bill Caragol, Chief Financial Officer, said:
“With $15 million in proceeds received from the warrant exercises, all debt obligations retired, and a clean capital structure, we
have the financial discipline and runway to execute on our acquisition and technology licensing pipeline. We believe that this positions
Quantum Cyber to move decisively on the opportunities in front of us.”
About Quantum Cyber N.V.
Quantum Cyber N.V. (Nasdaq: QUCY) is assembling an AI-powered, quantum-accelerated System-of-Systems autonomous defense platform that
integrates drone warfare, counter-UAS, autonomous naval mine countermeasures, EMP shielding, anti-drone ammunition, command-and-control,
and quantum antenna applications under a single Nasdaq-listed company. The Company acquires, licenses, and develops combat-proven autonomous
technologies, deploying them as a coordinated, multi-domain portfolio across air, land, and sea. For more information, visit www.quantum-cyber.ai.
Forward-Looking Statements
Certain statements made in this press release are “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,”
“estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis
of existing information and are subject to various risks and uncertainties. Due to known and unknown risks, actual results may differ
materially from the Company’s expectations or projections. The following factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: (i) the failure to successfully deploy proceeds toward anticipated R&D and
commercialization objectives; (ii) changes in applicable laws or regulations; (iii) an inability to successfully execute on the Company’s
acquisition and technology pipeline; and (iv) other risks and uncertainties discussed from time to time in other reports and other public
filings with the Securities and Exchange Commission (the “SEC”) by the Company. Additional information concerning these and
other factors may be found in the Company’s filings with the SEC, including but not limited to its annual report on Form 10-K filed on
March 31, 2026, quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed on May 15, 2026, and current report on Form
8-K filed on May 26, 2026. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statement
made in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any
forward-looking statement, except as required by law.
Investor Relations Contact:
Arx Investor Relations
North American Equities Desk
qucy@arxhq.com
