SC 13D/A
1
arqitt.txt
FORM
UNITED STATES 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
(Title of Class of Securities)
G0567U127
(CUSIP Number)
D2BW Limited
c/o Arqit Limited
3 Orchard Place
London SW1H 0BF, United Kingdom
+44 203 91 70155
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 6, 2024
(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.0
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
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).
CUSIP No. G0567U127
1.
Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only)
D2BW Limited
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) 0
(b) X(1)
3.
SEC Use Only
4.
Source of Funds (See Instructions)
OO, BK
5.
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) 0
6.
Citizenship or Place of Organization
United Kingdom
Number of Shares Beneficially Owned by Each Reporting
Person With:
7.
Sole Voting Power
0
8.
Shared Voting Power
665,627(2)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
665,627(2)
11.
Aggregate Amount Beneficially Owned by Each Reporting
Person
665,627 (2)
12.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) 0
13.
Percent of Class Represented by Amount in Row (11)
5.3%(3)
14.
Type of Reporting Person (See Instructions)
OO
(1) This Schedule 13D/A is filed by D2BW Limited ("D2BW"), David
Williams and David Bestwick (together with D2BW and Mr.
Williams, collectively, the "Reporting Persons"). The
Reporting Persons expressly disclaim status as a "group" for
purposes of this Schedule 13D/A.
(2) Share amounts have been adjusted to reflect the impact of a
25:1 reverse share split of the Issuer's Ordinary Shares that
became effective on September 25, 2024.
(3) Based upon 12,504,009 Ordinary Shares issued and outstanding
as of December 3, 2024, as reported in the Issuer's Form 20-F
filed on December 5, 2024.
CUSIP No. G0567U127
1.
Name of Reporting Person
David Williams
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) 0
(b) X(1)
3.
SEC Use Only
4.
Source of Funds (See Instructions)
OO, BK
5.
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) 0
6.
Citizenship or Place of Organization
United Kingdom
Number
of Shares Beneficially Owned by Each Reporting Person With:
7.
Sole Voting Power
3,098(2)
8.
Shared Voting Power
1,137,972(2)(3)
9.
Sole Dispositive Power
3,098(2)
10.
Shared Dispositive Power
705,627(2)
11.
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,141,070(2)(3)
12.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) 0
13.
Percent of Class Represented by Amount in Row (11)
9.1%(4)
14.
Type of Reporting Person (See Instructions)
IN
(1) This Schedule 13D/A is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a "group"
for purposes of this Schedule 13D/A.
(2) Share amounts have been adjusted to reflect the impact of a
25:1 reverse share split of the Issuer's Ordinary Shares
that became effective on September 25, 2024.
(3) Includes 432,345 shares over which David Williams holds an
irrevocable proxy that entitles him to vote the shares.
(4) Based upon 12,504,009 Ordinary Shares issued and
outstanding as of December 3, 2024, as reported in the
Issuer's Form 20-F filed on December 5, 2024.
CUSIP No. G0567U127
1.
Name of Reporting Person
David Bestwick
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) 0
(b) X(1)
3.
SEC Use Only
4.
Source of Funds (See Instructions)
OO, BK
5.
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) 0
6.
Citizenship or Place of Organization
United Kingdom
Number
of Shares Beneficially Owned by Each Reporting Person With:
7.
Sole Voting Power
242,989(2)
8.
Shared Voting Power
705,627(2)
9.
Sole Dispositive Power
242,989(2)
10.
Shared Dispositive Power
705,627(2)
11.
Aggregate Amount Beneficially Owned by Each Reporting
Person
948,616(2)
12.
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) 0
13.
Percent of Class Represented by Amount in Row (11)
7.6%(3)
14.
Type of Reporting Person (See Instructions)
IN
(1) This Schedule 13D/A is filed by the Reporting Persons. The
Reporting Persons expressly disclaim status as a "group"
for purposes of this Schedule 13D/A.
(2) Share amounts have been adjusted to reflect the impact of a
25:1 reverse share split of the Issuer's Ordinary Shares
that became effective on September 25, 2024.
(3) Based upon 12,504,009 Ordinary Shares issued and
outstanding as of December 3, 2024, as reported in the
Issuer's Form 20-F filed on December 5, 2024.
Explanatory Note
This Amendment No. 6 (this "Amendment") amends and
supplements the statement on Schedule 13D filed with the
Securities and Exchange Commission on September 17, 2021, as
amended on October 12, 2021, February 3, 2023, April 14, 2024,
September 16, 2024, and October 2, 2024 (the "Filing"), by D2BW
Limited ("D2BW"), David Williams and David Bestwick
(collectively, the "Reporting Persons") with respect to the
ordinary shares, par value $0.000004 per share ("Ordinary
Shares") of Arqit Quantum Inc., an exempted limited liability
company organized under the laws of the Cayman Islands (the
"Issuer"). Information reported in the Filing remains in effect
except to the extent that it is amended, restated or superseded
by information contained in this Amendment. Capitalized terms
used but not defined in this Amendment have the respective
meanings set forth in the Filing.
On September 25, 2024, the Issuer effected a 25:1 reverse
share split (the "Reverse Share Split"), pursuant to which the
authorized share capital of the Issuer was consolidated as
follows: from $50,000 divided into 469,000,001 Ordinary Shares
of a par value of $0.0001 each and 30,999,999 preference shares
of a par value of $0.0001 each, to $50,000 divided into
18,760,000 Ordinary Shares of a par value of $0.000004 each and
1,240,000 preference shares of a par value of $0.000004 each.
Unless otherwise noted, all amounts of Ordinary Shares reported
by the Reporting Persons in this Amendment reflect the Reverse
Share Split.
The information set forth below updates the Filing and a
response to each separate Item below shall be deemed to be a
response to all Items where such information is relevant.
Information with respect to each Reporting Person is given
solely by such Reporting Person and no Reporting Person assumes
responsibility for the accuracy or completeness of the
information furnished by another Reporting Person, except as
otherwise provided in Rule 13d-1(k).
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
D2BW Limited is a private company limited by shares
organized under the laws of England & Wales, and owned by Mr.
Williams and Mr. Bestwick, with its principal business office
address at 11 Bresseden Place, London SW1E 5BY, United Kingdom.
The principal business of D2BW Limited is purchasing, holding
and selling securities for investment purposes. The directors of
D2BW Limited are Mr. Williams and Mr. Bestwick.
Mr. Williams and Mr. Bestwick are citizens of the United
Kingdom, who have their principal business office address at 11
Bresseden Place, London SW1E 5BY, United Kingdom. Mr. Bestwick
is a consultant to the Issuer.
During the last five years, none of the Reporting Persons
has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which such person was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any
violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
On December 6, 2024, D2BW sold 166,196 Ordinary Shares. The
Reporting Persons reserve the right to increase or decrease
their positions in the Issuer through, among other things, the
purchase or sale of securities of the Issuer on the open market
or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable. The
Reporting Persons reserve the right to change their intentions
with respect to any and all matters referred to in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated as
follows:
(a) - (b) As of the date hereof, each Reporting Person's
beneficial ownership is as follows (based upon 12,504,009
Ordinary Shares issued and outstanding as of December 3, 2024):
D2BW Limited
Ordinary
Shares
(a)
Amount beneficially owned:
665,627
(b)
Percent of class:
5.3%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
0
(ii)
Shared power to vote or to direct the vote
665,627
(iii)
Sole power to dispose or to direct the
disposition of
0
(iv)
Shared power to dispose or to direct the
disposition of
665,627
David Williams (1)(2)
Ordinary
Shares
(a)
Amount beneficially owned:
1,141,070
(b)
Percent of class:
9.1%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
3,098
(ii)
Shared power to vote or to direct the vote
1,137,972
(iii)
Sole power to dispose or to direct the
disposition of
3,098
(iv)
Shared power to dispose or to direct the
disposition of
705,627
David Bestwick (1)(3)
Ordinary
Shares
(a)
Amount beneficially owned:
948,616
(b)
Percent of class:
7.6%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
242,989
(ii)
Shared power to vote or to direct the vote
705,627
(iii)
Sole power to dispose or to direct the
disposition of
242,989
(iv)
Shared power to dispose or to direct the
disposition of
705,627
(1) Mr. Williams and Mr. Bestwick collectively own all of the
outstanding share capital of D2BW Limited, and hold voting
power over 40,000 Ordinary Shares owned by the Williams and
Bestwick Foundation, and are therefore deemed beneficial
owners of the Ordinary Shares of the Issuer directly held
by D2BW Limited and the Williams and Bestwick Foundation.
(2) In addition to the 665,627 Ordinary Shares of the Issuer
owned by D2BW Limited and 40,000 Ordinary Shares owned by
the Williams and Bestwick Foundation, Mr. Williams has
shared ownership over 432,345 shares over which he holds an
irrevocable voting proxy, and has sole direct ownership of
an additional 3,098 Ordinary Shares of the Issuer,
including shares that were issued upon the vesting of
restricted share units that were granted to Mr. Williams in
connection with his services to the Issuer.
(3) In addition to the 665,627 Ordinary Shares of the Issuer
owned by D2BW Limited and 40,000 Ordinary Shares owned by
the Williams and Bestwick Foundation, Mr. Bestwick directly
owns an additional 242,989 Ordinary Shares of the Issuer,
including shares that were issued upon the vesting of
restricted share units that were granted to Mr. Bestwick in
connection with his services to the Issuer.
As a result of the voting proxy discussed in Item 4, Mr.
Williams and his ex-wife may be deemed to be a group for the
purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Notwithstanding such
voting proxy, the filing of this Amendment shall not be
construed as an admission that Mr. Williams is, for purposes of
Section 13(d) or 13(g) of the Exchange Act, or for any other
purpose, the beneficial owner of any securities directly held by
his ex-wife. Mr. Williams assumes no responsibility for any
information contained in any filing made pursuant to Section 13
of the Exchange Act by his ex-wife and expressly disclaims
beneficial ownership of any securities owned or acquired by his
ex-wife.
Each Reporting Person disclaims beneficial ownership in the
Ordinary Shares reported on this Schedule 13D except to the
extent of the Reporting Person's respective pecuniary interest
therein. The filing of this Amendment shall not be construed as
an admission that a Reporting Person beneficially owns those
shares held by any other Reporting Person.
(c) Except as set forth in Item 3, within the last 60
days, no reportable transactions were effected by any Reporting
Person.
(d) No persons other than the Reporting Persons has the
right to receive or the power to direct the receipt of dividends
from the disposition of the Ordinary Shares to which this
Schedule 13D relates.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and supplemented as
follows:
To the extent applicable, the information in Items 3 and 4
is incorporated by reference herein.
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: December 10, 2024
D2BW Limited
By: /s/ David Williams
Name: David Williams
Title: Director
DAVID WILLIAMS
/s/ David Williams
DAVID BESTWICK
/s/ David Bestwick
