Quantum Cyber N.V.

**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:

QUANTUM CYBER N.V.

(Name of Registrant as Specified in its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

**Quantum Cyber N.V.

1501 Belvedere Road, Suite 500

West Palm Beach, FL 33406

Telephone: +1 (561) 562-4111

June 1, 2026

Dear Shareholder:

We are pleased to invite you to attend the annual general meeting of shareholders of Quantum Cyber N.V. (the “Annual Meeting”). The Annual Meeting will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on Monday, June 29, 2026, at 17.30 hours Central European Time.

Shareholders will only be able to attend the Annual Meeting in person. Please see “Questions and Answers About the Meeting and Voting – How Do I Vote At The Annual Meeting?” in the proxy statement (the “Proxy Statement”) accompanying this letter for information on how to attend, submit questions and vote at the Annual Meeting

We are making available to you the accompanying Notice of Annual Meeting (“Notice”), Proxy Statement and form of proxy card or voting instruction form on or about June 8, 2026. We have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. Our proxy material are also electronically available on our website athttps://quantum-cyber.ai. Additional details regarding admission to, and the business to be conducted at, the Annual Meeting are described in the accompanying Notice and Proxy Statement.

Only shareholders of record at the close of business on June 1, 2026, are entitled to notice of, and to vote at, the Annual Meeting.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. You may vote using this proxy card mailing in the proxy card. Any proxy cards solicited through Broadridge Financial Solutions, Inc., the Company’s proxy solicitor will contain instructions and deadlines specified on such proxy card. Please review the instructions on the enclosed proxy card or voting instruction form regarding each of these voting options. Voting will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting.

Thank you for your ongoing support of Quantum Cyber N.V.

Sincerely,

/s/ Robert Liscouski

Robert Liscouski

Chairman of the Board of Directors

**QUANTUM CYBER N.V.

1501 BELVEDERE ROAD, SUITE 500

WEST PALM BEACH, FL 33406

**NOTICE OF ANNUAL GENERAL MEETING ON

JUNE 29, 2026, AT 17.30 HOURS CENTRAL EURPOEAN TIME

ITEMS OF BUSINESS:

An annual general meeting of shareholders (the “Annual Meeting”) of Quantum Cyber N.V. (“we”, “us”, “Quantum Cyber” or the “Company”) will be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on June 29, 2026, at 17.30 hours Central European Time for the following purposes:

These items of business are more fully described in the proxy statement (“Proxy Statement”) accompanying this Notice of the Annual General Meeting of Shareholders (“Notice”). We are not aware of any other business to come before the Annual Meeting.

After careful consideration, the Board has determined that each proposal listed above is in the best interests of the Company and its shareholders and has approved each proposal.The Board recommends a vote “FOR” each of the (i) Auditor Ratification Proposal, (ii) Annual Accounts Proposal, (iii) Director Liability Proposal, (iv) Share Issuance Authorization Proposal, (v) Pre-emption Rights Authorization Proposal, (vi) Share Acquisition Authorization Proposal, (vii) Preferred Share Acquisition Authorization Proposal, (viii) Board Resolutions Proposal, (ix) Articles Amendment Proposal, (x) O’Rourke Appointment Proposal and (xi) the Remuneration Policy Proposal.

All shareholders are invited to attend the Annual Meeting in person and no shareholder will be able to attend the Annual Meeting virtually. Please see “Questions and Answers About the Meeting and Voting – How Do I Vote At The Annual Meeting?” in the Proxy Statement accompanying this Notice for information on how to attend, submit questions and vote at the Annual Meeting.

WHO CAN VOTE?

You can vote at the Annual Meeting if you were a shareholder of record as of the close of business on June 1, 2026 (the “Record Date”). Only shareholders of record on the Record Date are entitled to receive this Notice and to vote at the Annual Meeting or at any postponement(s) or, continuations(s) or adjournment(s) of the Annual Meeting.

REVIEW THE PROXY MATERIALS ON OUR WEBSITE

You may also read this Notice and Proxy Statement athttps://quantum-cyber.ai.

AVAILABLE DATE

This Notice, the Proxy Statement and the form of proxy are collectively first being made available to shareholders on or about June 8, 2026, athttps://quantum-cyber.ai and are being mailed to our shareholders on the same date.

YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY MAILING BACK A PROXY CARD ATTACHED HERETO. PLEASE REVIEW THE INSTRUCTIONS IN THE PROXY STATEMENT OR ON THE PROXY CARD OR VOTING INSTRUCTION FORM REGARDING EACH OF THESE VOTING OPTIONS. ANY PROXY CARDS SOLICITED THROUGH BROADRIDGE FINANCIAL SOLUTIONS, INC. (“BROADRIDGE”), THE COMPANY’S PROXY SOLICITOR WILL CONTAIN INSTRUCTIONS AND DEADLINES SPECIFIED ON SUCH PROXY CARD.

We hope you are able to attend the Annual Meeting. Whether or not you attend, it is important that your ordinary shares and preferred shares be represented and voted at the Annual Meeting. I urge you to please complete, date and return the proxy card prior to the Annual Meeting date. The vote of each shareholder is highly important. You may revoke your written proxy at any time before it is voted at the Annual Meeting by giving written notice to the Company’s Chief Financial Officer, by submitting a properly executed paper proxy bearing a later date or by attending the Annual Meeting and voting during the meeting. Any proxy cards solicited through Broadridge, the Company’s proxy solicitor will contain instructions and deadlines specified on such proxy card of how to revoke such proxy card.

In addition to this notice of the Annual Meeting pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we are providing you with a copy of the Notice of Annual General Meeting required pursuant to Dutch law as Annex B to the proxy statement included herewith.

By Order of the Board of Directors

/s/ Robert Liscouski

Robert Liscouski

Chairman of the Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 29, 2026: Pursuant to the rules of the U.S. Securities and Exchange Commission, with respect to the Annual Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail.

The Notice of the Annual Meeting and the Proxy Statement are electronically available athttps://quantum-cyber.ai.

TABLE OF CONTENTS

The Notice of the Annual Meeting and Proxy Statement are electronically available athttps://quantum-cyber.ai.

We have furnished our Annual Report to Security Holders for the year ended December 31, 2025, which includes audited financial statements, prior to or concurrently with these proxy materials, in accordance with Exchange Act Rule 14a-3. Copies are available athttps://quantum-cyber.ai and upon request from our investor relations contact atir@quantum-cyber.ai.

Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical facts included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” section of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K, filed with the SEC on March 31, 2026, and other subsequent documents that we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

i

**QUANTUM CYBER N.V.

1501 Belvedere Road, Suite 500

West Palm Beach, FL 33406

PROXY STATEMENT

For the Annual Meeting of Shareholders to Be Held on June 29, 2026

The Board of Directors (the “Board”) of Quantum Cyber N.V., a Dutch corporation (“Quantum Cyber,” “Company,” “we,” “us” or “our”), solicits the enclosed proxy for use at an extraordinary meeting of shareholders of the Company (“Annual Meeting”) to be held at the offices of CMS, Atrium, Parnassusweg 737, 1077 DG Amsterdam, the Netherlands, on June 29, 2026 at 17.30 hours Central European Time. This proxy statement (“Proxy Statement”) and the accompanying Notice of Annual Meeting (the “Notice”) and form of proxy are collectively first being made available to shareholders on or about June 8, 2026.

The executive offices of the Company are located at, and the mailing address of the Company is:

Quantum Cyber N.V.

1501 Belvedere Road, Suite 500

West Palm Beach, FL 33406.

This Proxy Statement contains information about the matters to be voted on at the Annual Meeting and the voting process, as well as information about our directors and executive officers.

We have opted to provide our materials pursuant to the “full set delivery option” in connection with the Annual Meeting. Under the full set delivery option, a company delivers paper copies of all proxy materials to each shareholder. The approximate date on which the proxy materials will first be mailed to our shareholders is on or around June 8, 2026. In addition to delivering proxy materials to our shareholders, we have posted all proxy materials on a publicly accessible website. Accordingly, you should have received our proxy materials by mail. We are soliciting proxies pursuant to this Proxy Statement for use at the Annual Meeting. Our Proxy Statement and other proxy materials are electronically available athttps://quantum-cyber.ai.

Other Methods of Proxy Solicitation

In addition to the solicitation of proxies by the Company and our officers and employees, we have also engaged Broadridge, an independent proxy solicitation firm, to assist in the distribution of the proxy materials and the solicitation and tabulation of proxies. The cost of Broadridge’s services is estimated to be approximately $20,000, plus reasonable out-of-pocket expenses. We will pay all expenses incurred in connection with preparing the Proxy Statement and its enclosures and expenses associated with proxy solicitation.