Quantum Computing Inc.

Other than the additional risk factor set forth below, there were no material changes to the risk factors disclosed in Part I, Item 1A, Risk Factors of our Annual Report on the Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 2, 2026, as updated by Part II, Item 1A, Risk Factors of our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026, as filed with the SEC on May 11, 2026 and August 10, 2026, respectively.

We do not believe we are an investment company under the Investment Company Act of 1940; however, if we were required to register as an investment company, our business could be materially and adversely affected.

We are primarily engaged, directly and through our wholly-owned subsidiaries, in the business of developing, manufacturing and selling quantum and photonic technologies, products and services, and we do not believe that we are an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We hold a significant portion of our assets in cash, cash equivalents and short- and long-term investments pending their use in our operations. Whether a company is an investment company depends on the composition of its assets and income and on the nature of its business and activities, which may change over time, and there can be no assurance that the SEC or a court would agree with our position. Maintaining our position may require us to limit the types of investments we hold or the transactions we pursue. If we were required to register under the Investment Company Act, we would become subject to substantial regulation that is inconsistent with our business model, which could have a material adverse effect on our business, financial condition and results of operations.