Quantum-Si Inc

We have entered into arrangements that contractually obligate us to make payments that will affect our liquidity and cash flows in future periods. Such arrangements include those related to our lease commitments, purchase order commitments and license agreements related to certain intellectual property.

Aside from the new Lease Agreement, subsequent Termination Agreement and our purchase order commitments, each as described below, there have been no material changes in our contractual obligations, including those related to our other lease agreements, since December 31, 2025.

Leases

We lease certain facilities and equipment under non-cancellable lease agreements that expire at various dates through 2029. As of September 30, 2026, future minimum lease payments were approximately$3.0 million.

On June 18, 2026, we entered into a facility lease agreement (the “Lease Agreement”) with Sterling City Science South Development, LLC (the “Landlord”) for the lease of approximately 54,374 square feet of office, laboratory and manufacturing space located in San Diego, California.

Upon execution of the lease, we paid a security deposit of approximately $0.4 million, which is recorded in Other assets on the Condensed Consolidated Balance Sheets. We also provided an additional security deposit in the form of a letter of credit with an initial amount of approximately $2.1 million, which is recorded within Restricted cash, non-current, on the Condensed Consolidated Balance Sheets.

As of September 30, 2026, aggregate minimum cash lease payments under the Lease Agreement were approximately $38.3 million. These payments were not included in the future minimum lease payments as the lease had not commenced as of September 30, 2026.

The Lease Agreement also provided for a tenant improvement allowance of up to approximately $17.1 million. As of September 30, 2026, we had incurred approximately $0.7 million of costs eligible for reimbursement under the tenant improvement allowance.

Subsequently, on October 30, 2026, we entered into a Mutual Lease Termination and Settlement Agreement (the “Termination Agreement”) with the Landlord related to the aforementioned Lease Agreement. For further information regarding the Termination Agreement, please refer to Note 18. Subsequent Event in the notes to the unaudited Condensed Consolidated Financial Statements..

Purchase Order Commitments

We have non-cancellable purchase order commitments for materials primarily related to research and development materials and inventory-related components under annual and multi-year agreements, some of which have minimum quantity requirements. These commitments are not recorded as liabilities in the Condensed Consolidated Balance Sheets as of September 30, 2026 as we had not yet received the related goods or services. As of September 30, 2026, our total purchase commitments under these agreements were $5.7 million, of which approximately $4.2 million and $1.5 million is estimated to be incurred during the years ended December 31, 2026 and 2027, respectively.

Licenses related to certain intellectual property

We license certain intellectual property, some of which may be utilized in our current or future product offerings. Topreserve the right to use such intellectual property, we are required to make annual minimum fixed payments totaling approximately $0.1 million as well as royalties based on net sales if the royalties exceed annual minimum fixed payments.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, as well as expenses incurred during the reporting periods. Our estimates are based on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about items not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Please refer to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2. Summary of Significant Accounting Policies in the accompanying notes to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a complete description of our significant accounting policies.

Recently Issued Accounting Pronouncements

Please refer to Note 2. Summary of Significant Accounting Policies in the accompanying notes to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements that impacted or may potentially impact our financial position and results of operations.