Quantinuum Inc.

S-11 quantinuum-sx1.htm S-1

As filed with the U.S. Securities and Exchange Commission on May 8, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Quantinuum Inc.

(Exact name of registrant as specified in its charter)

303 S Technology Court

Broomfield, CO 80021

(855) 888-7686

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Rajeeb Hazra

Chief Executive Officer

303 S Technology Court

Broomfield, CO 80021

(855) 888-7686

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. o

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED May 8, 2026

Shares

Quantinuum Inc.

Class A Common Stock

This is the initial public offering of Class A common stock of Quantinuum Inc. We are offering shares of Class A common stock. Prior to this offering, there has been no public market for our Class A common stock. We anticipate that the initial public offering price per share of our Class A common stock will be between $ and $ . We intend to apply to list our Class A common stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “QNT.”

Quantinuum Inc. will have two classes of common stock authorized and outstanding after this offering: Class A common stock and Class B common stock. Each share of Class A common stock and each share of Class B common stock entitles its holder to one vote per share on all matters presented to our stockholders and on which the holders of Class A common stock and Class B common stock are entitled to vote. Holders of Class A common stock and Class B common stock will vote together as a single class, except as otherwise required by applicable law or our amended and restated certificate of incorporation. Holders of our Class B common stock do not have economic rights or the right to receive dividends or distributions in excess of par upon the liquidation or winding up of Quantinuum Inc. See “Description of Capital Stock.” Immediately following this offering, all of our Class B common stock will be held by the Continuing Common Unitholders (as defined herein) on a one-to-one basis with the number of Common Units (as defined herein) that they own.

Quantinuum Inc. will be a holding company, and upon consummation of this offering and the application of the net proceeds therefrom, its sole asset will be % of the Common Units of Quantinuum Holdings, LLC, a Delaware limited liability company (“Quantinuum Holdings”). Quantinuum Inc. will be the sole managing member of Quantinuum Holdings. See “Risk Factors—Risks Relating to Our Organizational Structure and the Tax Receivable Agreement.” Quantinuum Inc. will operate and control all of the business and affairs of Quantinuum Holdings, and its direct and indirect subsidiaries, and Quantinuum Inc. will conduct its business through Quantinuum Holdings.

Upon completion of this offering, the holders of our Class A common stock will collectively own % of the economic interests in Quantinuum Inc. and have approximately % of the combined voting power of our Class A common stock and Class B common stock (or own approximately % of the economic interest in Quantinuum Inc. and have approximately % of the combined voting power of our Class A common stock and Class B common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock). See “Description of Capital Stock” and “Organizational Structure.” Upon the completion of this offering (and assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock), shares of Class A common stock will be outstanding. If all shares of Class B common stock were to convert to shares of Class A common stock upon the completion of this offering (and assuming the underwriters did not exercise their option to purchase additional shares of Class A common stock), we would have shares of Class A common stock outstanding. See “Description of Capital Stock” and “Organizational Structure.”

Quantinuum Inc. intends to use the net proceeds from this offering (including from any exercise by the underwriters of their option to purchase additional shares of Class A common stock) to purchase newly issued Common Units from Quantinuum Holdings at a price per unit equal to the public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions referred to below. Quantinuum Holdings intends to use the proceeds it receives from this offering for general corporate purposes and to pay the expenses associated with this offering. See “Use of Proceeds” and “Certain Relationships and Related Party Transactions.” Assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock, Quantinuum Inc. will own Common Units representing a % economic interest in Quantinuum Holdings and we will exclusively operate and control all of the business and affairs of Quantinuum Holdings and conduct our business through Quantinuum Holdings and its subsidiaries. The Continuing Common Unitholders will hold the remaining Common Units representing a % economic interest in Quantinuum Holdings. Upon the redemption or exchange of a Common Unit for a share of Class A common stock or cash, the corresponding share of Class B common stock will be canceled.

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 32 to read about factors you should consider before deciding to invest in our Class A common stock.

(1)See “Underwriting” for a description of the compensation payable to the underwriters.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the shares of Class A common stock offered by this prospectus for sale to some of our current or former directors, officers, employees, business associates and related persons. See “Underwriting—Directed Share Program.”

Quantinuum Inc. has granted the underwriters the option for a period of 30 days to purchase up to an additional shares of Class A common stock at the initial public offering price less underwriting discounts and commissions.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our Class A common stock against payment on , 2026.

Prospectus dated , 2026.

TABLE OF CONTENTS

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We have not, and the underwriters have not, authorized anyone to provide you information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States.

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscription.

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