Quantum Computing Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

May 8, 2025

Dear Fellow Quantum Computing Stockholders:

We invite you to attend the 2025 Annual Meeting of Stockholders of Quantum Computing Inc. to be held at the Quantum Computing corporate offices located at 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030 on June 18, 2025.

The Notice of the Annual Meeting and proxy statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting. Immediately following the meeting, a report on our operations will be presented, including a question-and-answer and discussion period. Our 2024 results are presented in detail in our Annual Report on Form 10-K for the year ended December 31, 2024.

Your vote is very important. We encourage you to read all of the important information in the proxy statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your proxy by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.

On behalf of the Board of Directors, thank you for your continued confidence and investment in Quantum Computing.

Sincerely,

/s/ Yuping Huang

Yuping Huang

Chairman of the Board of Directors

5 Marine View Plaza, Suite 214

Hoboken, NJ 07030

Telephone: (703) 436-2161

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on June 18, 2025

To the Stockholders of Quantum Computing Inc.

The 2025 Annual Meeting of the Stockholders (the “Annual Meeting”) of Quantum Computing Inc., a Delaware corporation (the “Company”), will be held on June 18, 2025, at 10:00 a.m. local time at the Company’s offices at 5 Marine View Plaza, Suite 214, Hoboken, NJ 07030. The purpose of the meeting is to consider and act upon the following matters:

1. To elect six directors to serve until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified (Proposal No. 1);

2. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement with respect to the Annual Meeting (Proposal No. 2);

3. To ratify the selection of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 3); and

4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement with respect to the Annual Meeting. Only stockholders of record of the Company’s common stock, par value $0.0001 per share, at the close of business on April 21, 2025, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Annual Meeting. We are providing proxy material access to our stockholders via the Internet atwww.cleartrustonline.com/qubt. Please give the proxy materials your careful attention.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Yuping Huang

Yuping Huang

Chairman of the Board of Directors

Hoboken, NJ