Quantinuum Inc.

•our progress in developing our quantum computing systems;

•the performance and quality of our quantum computing systems, our private cloud, or other information systems, our research and development activities, our facilities or our other fixed assets;

•the performance and quality of the public cloud, internet or other infrastructure or third-party systems on which we rely;

•the availability of suppliers for components of the equipment we use to build and operate our products, services and solutions;

•our ability to expand or increase the capacity of our infrastructure or to repair or replace defective equipment;

•our ability to implement our roadmaps and plans for commercialization involving technology that is not yet available for customers and the ability of that technology to meet desired technical specifications;

•our ability to successfully compete in the quantum computing industry;

•our ability to establish and maintain long-term business prospects among current and future partners and customers;

•our ability to commercialize quantum computers from our relationships with cloud providers;

•our ability to reduce the cost of developing our quantum computers and price our quantum systems competitively;

•the development of the quantum computing industry;

•the broad quantum advantage of quantum computers;

•the reliability and viability of our quantum computing systems;

•our ability to successfully execute our business strategy;

•the ability of our products, services and solutions to achieve market success;

•our ability to attract and retain key employees, including quantum physicists and other highly specialized technical personnel;

•the influence that Honeywell will have over us following this offering, including pursuant to its rights under our amended and restated certificate of incorporation and the Stockholder Agreement;

•forecasts of future results of operations and funding requirements;

•the effect that complex and evolving state, federal and foreign laws, rules and regulations will have on us and our business;

•our reliance on licensed intellectual property and joint development arrangements with third parties;

•our ability to obtain, maintain and enforce sufficient patent protection for our products, services and solutions;

•our ability to maintain the secrecy of our trade secrets;

•our success as an independent, publicly traded company that is not a consolidated subsidiary of Honeywell;

•the impact of our organizational structure on the market price of our Class A common stock;

•the ability of management to successfully operate a public company;

•the fluctuation of our operating results;

•our realization of any benefit from the Tax Receivable Agreement and our organizational structure;

•our intended use of the net proceeds from this offering; and

•other factors set forth under “Risk Factors” in this prospectus.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information, changed assumptions or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.