Business Wire

Arqit Registration Statement Related to Business Combination With Centricus Acquisition Corp. Declared Effective By SEC

Share

Arqit Limited (“Arqit”), a leader in quantum encryption technology today announced the Registration Statement on Form F-4 in connection with the previously announced business combination (the “Business Combination”) with Centricus Acquisition Corp. (“Centricus”) (Nasdaq: CENHU, CENH, CENHUW), a publicly-listed special purpose acquisition company, has been declared effective by the Securities and Exchange Commission (the “SEC”). Upon closing, the ordinary shares and warrants of Arqit Quantum Inc., a company formed for purposes of completing the Business Combination, will be listed on NASDAQ under the new ticker symbols “ARQQ” and “ARQQW.”

The boards of directors of Arqit and Centricus have unanimously approved the Business Combination, and Centricus has set 9:00 a.m. ET on August 31, 2021 as the time and date for an extraordinary general meeting of shareholders to approve the proposals associated with the Business Combination. The proxy statement/prospectus contains important information about Arqit, Centricus and the Business Combination, and is available on: https://sec.report/CIK/0001859690. Centricus shareholders of record as of July 26, 2021 will be mailed the proxy materials in connection with the Business Combination and will be entitled to vote at the extraordinary general meeting.

“We are pleased to be moving into the final stage of our proposed Business Combination which will bring Arqit to the public markets” said Garth Ritchie Chief Executive Officer of Centricus. “The process has been efficient, and we are now seeking to garner shareholder support at the upcoming EGM. Arqit is well positioned to operate as a public company and, if approved by our shareholders, this transaction will enable Arqit to accelerate adoption of its encryption technology which launched live for customers today. Arqit has continued to execute on its plan since the initial announcement of the Business Combination, confirming strategic collaborations with industry leaders such as British Telecom, Sumitomo, Northrop Grumman, Honeywell, Leonardo, Virgin Orbit, amongst others. The cyber threat continues to escalate globally, with almost weekly headline grabbing breaches of key technological infrastructure in the public and private sectors - Arqit’s ability to deliver symmetric key encryption to any end-point users, coupled with company’s ability to win blue chip customers, has allowed the board of Centricus Acquisition Corp. to unanimously recommend this transaction to shareholders. We believe that Arqit is set to deliver on its vision of becoming the future of encryption which will accelerate as the marketplace comprehends the imminent threat that quantum computers pose”.

The closing of the Business Combination remains subject to approval by Centricus’ shareholders, the satisfaction or waiver of the closing conditions identified in the business combination agreement, and other customary closing conditions.

David Williams, Founder Chairman and CEO for Arqit said, “Arqit has invented transformational technology, and early blue-chip customers are clearly recognising it’s importance, as we announce today the software is now live for commercial use. QuantumCloudTM can secure every connected device in the World with far more security and far less processing and energy than any possible alternative. I am delighted that this transaction will now deliver the resources we need in our objective to scale-up.”

About Arqit Limited:

Arqit supplies a unique quantum encryption Platform-as-a-Service which makes the communications links of any networked device secure against current and future forms of attack – even from a quantum computer. Arqit’s product, QuantumCloud™, enables any device to download a lightweight software agent of less than 200 lines of code, which can create keys in partnership with any other device. The keys are computationally secure, don’t exist until the moment they are needed and can never be known by a third party. QuantumCloud™ can create limitless volumes of keys in limitless group sizes and can regulate the secure entrance and exit of a device in a group. The addressable market for QuantumCloud™ every connected device.

On May 12, 2021, Arqit entered into a definitive agreement to combine with Centricus Acquisition Corp. (NASDAQ: CENHU, CENH, CENHUW), a special purpose acquisition company, which would result in Arqit becoming a publicly listed company on the Nasdaq Stock Market under the name Arqit Quantum Inc.

Additional Information

This communication is being made in respect of the proposed transaction involving Arqit Limited (“Arqit”), Centricus Acquisition Corp. (“Centricus”) and Arqit Quantum Inc. (“Pubco”), a newly formed Cayman holding company. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed transaction, Pubco has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 that includes a proxy statement of Centricus in connection with Centricus’ solicitation of proxies for the vote by Centricus’ shareholders with respect to the proposed transaction and other matters as may be described in the registration statement. Pubco and Centricus also plan to file other documents with the SEC regarding the proposed transaction and a proxy statement/prospectus will be mailed to all holders of Centricus’ Class A ordinary shares. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing information about Arqit and Centricus will be available without charge at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, when available, without charge, from Arqit’s website at www.arqit.uk, or by directing a request to: Centricus Acquisition Corp., PO Box 309, Ugland House, Grand Cayman, KY1- 1104, Cayman Islands.

Participants in the Solicitations

Arqit, Centricus and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Centricus’ shareholders in connection with the proposed transaction. Information about Centricus’ directors and executive officers and their ownership of Centricus’ securities will be set forth in the proxy statement/prospectus when available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

Caution About Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements are based on Arqit’s and Centricus’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Arqit’s and Centricus’s control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Arqit and Centricus to predict these events or how they may affect Arqit and Centricus. Except as required by law, neither Arqit and Centricus has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur. Uncertainties and risk factors that could affect Arqit’s and Centricus’s future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: (i) that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of Centricus’ securities, (ii) the risk that the business combination may not be completed by Centricus’ business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Centricus, (iii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the Business Combination Agreement by the shareholders of Centricus and the satisfaction of the minimum trust account amount following any redemptions by Centricus’ public shareholders, (iv) the lack of a third‐party valuation in determining whether or not to pursue the business combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the business combination on the Company’s business relationships, operating results, and business generally, (vii) risks that the business combination disrupt current plans and operations of the Company, (viii) the outcome of any legal proceedings that may be instituted against the Company or against Centricus related to the Business Combination Agreement or the business combination, (ix) the ability to maintain the listing of Centricus’ securities on a national securities exchange, (x) changes in the competitive and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the business combination, and identify and realize additional opportunities, (xii) the potential inability of the Company to convert its pipeline or orders in backlog into revenue, (xiii) the potential inability of the Company to successfully deliver its operational technology which is still in development, (xiv) the potential delay of the commercial launch of the Company’s products, (xv) the risk of interruption or failure of the Company’s information technology and communications system and (xvi) the enforceability of the Company’s intellectual property.

To view this piece of content from cts.businesswire.com, please give your consent at the top of this page.

Contact information

Media relations enquiries:

Arqit: Julie Moon T: +44 7825 503 950 E: Julie.moon@arqit.uk
SEC Newgate: arqit@secnewgate.co.uk

Investor relations Enquiries:
Gateway:arqit@gatewayir.com

About Business Wire

Business Wire
Business Wire
24 Martin Lane
EC4R 0DR London

+44 20 7626 1982http://www.businesswire.co.uk

(c) 2018 Business Wire, Inc., All rights reserved.

Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

Galderma to Unveil Ground-breaking Data From Across Its Leading Dermatology Portfolio and Showcase Major Update for Sensitive Skincare Brand CETAPHIL ® at the 2021 EADV Congress28.9.2021 08:30:00 CEST | Press release

Galderma’s presence at the 2021 European Academy of Dermatology and Venereology (EADV) virtual congress on September 29 – October 2 will reveal new data and showcase the company’s sophisticated portfolio and services across the spectrum of dermatology. The company’s redesigned virtual booth will have dedicated areas presenting Galderma’s innovations in Consumer Care and Prescription Medicine. Unveiling new data in Prescription Medicine The congress will see the unveiling of exciting new data from Galderma relating to rosacea, acne, actinic keratosis, atopic dermatitis and prurigo nodularis. Attendees will have the opportunity to ask questions to the faculties during live Q&A sessions. On Thursday, September 30, Professor Alison Layton^ will chair the symposium Personalizing Acne: Consensus of Experts to Optimize Acne Management. Together with her co-speakers, Professor Layton will provide practical solutions for longitudinal management of acne. On the same day, Professor Gil Yosipovitc

ThreatConnect Expands Into South Africa, Partnering With Leading MSSP28.9.2021 07:00:00 CEST | Press release

ThreatConnect, Inc.®, the leader in reducing complexity and enabling better decision-making in cybersecurity, announced that it has entered a strategic partnership with BUI, Microsoft’s largest Security and Consulting Partner in South Africa. BUI is an award-winning Microsoft Azure Expert MSP, a member of the Microsoft Intelligent Security Association, and a Gold Microsoft Partner delivering cloud and security solutions, as well as professional services, in SA and across the world. With Cyber Risk Quantification (CRQ), Threat Intelligence Platform (TIP) and Security Orchestration, Automation, and Response (SOAR) capabilities combined, ThreatConnect unifies the actions of the security team around the most critical tasks, supports their response with streamlined and automated workflows, and strengthens the entire security ecosystem through powerful technology integrations. With ThreatConnect’s comprehensive intelligence-driven SOAR, BUI (among other MSSPs) sees a plethora of immediate be

GlobalLogic Launches Collaborative Hub Based in Lumada Innovation Hub Tokyo28.9.2021 02:00:00 CEST | Press release

Hitachi, Ltd. (TSE: 6501, “Hitachi”) and GlobalLogic*1, a Hitachi Group Company, today announced the launch of a collaborative hub to promote digital transformation (DX) services in the Japanese market. Based in the Lumada Innovation Hub Tokyo*2, a co-creation base for Hitachi, this collaboration hub combines capabilities of GlobalLogic and Lumada. Delivering on the joint integration strategy, this partnership aims to jump-start GlobalLogic’s entry into Japan, and will accelerate business development for design-led Digital Engineering services of GlobalLogic, establishing a system to support customers in Japan starting from fiscal 2022. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210927005848/en/ A workshop connecting “Lumada Innovation Hub Tokyo” and GlobalLogic's Design and Engineering Centers. (Photo: Business Wire) "The market demand for DX continues to grow at a fast pace, as global brands increasingly leverage digit

SpeeDx and SynGenis Partner for Custom Oligonucleotide Synthesis28.9.2021 00:00:00 CEST | Press release

SpeeDx Pty, Ltd. a developer of innovative molecular diagnostic solutions announced investment in SynGenis Pty Ltd., an experienced oligonucleotide manufacturer based in Western Australia. The partnership will bolster internal capacity of SpeeDx to support large-scale increases in manufacturing while developing and expanding sovereign capacity of important raw materials used in molecular diagnostics. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210927005329/en/ In addition to securing local supply chain to strengthen sovereign capacity for critical diagnostics and a more robust national health infrastructure, SpeeDx investment in local industry serves to fast track the growth and reach of SynGenis in the global diagnostics market. (Graphic: Business Wire) “We have invested considerable resources into our production scale-up processes to support the increase in testing seen as a result of the global pandemic,” said Tom Lin,

Medidata Veterans Rama Kondru and Sastry Chilukuri Named co-CEOs27.9.2021 23:00:00 CEST | Press release

Medidata, a Dassault Systèmes company, recently named Rama Kondru and Sastry Chilukuri co-CEOs. Both are Medidata veterans, with Chilukuri as the founding president of Medidata Acorn AI and Kondru as executive vice president and chief technology officer. Collaborating as CEOs will be nothing new for these industry leaders, having also partnered in roles prior to joining Medidata. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210927005812/en/ Medidata co-CEOs Sastry Chilukuri and Rama Kondru (l, r) (Photo: Business Wire) Chilukuri commented: “The life sciences industry is undergoing a sea change spurred by biological and technological innovation. We at Medidata are committed to being a trusted partner who helps customers deploy cutting-edge technology, data and AI to solve the impossible for patients.” Kondru commented: "We are excited to build the next chapter of Medidata around three critical pillars: a unified platform co

Next-Generation Arize Element® L1000 Enables Efficient Growth at an Industrial Scale27.9.2021 20:06:00 CEST | Press release

GE Current, a Daintree company, today introduced the next generation of the Arize Element L1000, a top light for commercial greenhouses and indoor farms. The next generation features three models with expanded spectral options, a high photon flux of up to 2,350 μmol/s, high efficacy levels of up to 3.6 µmol/J and is proudly assembled in the heart of Appalachia. “We set out to engineer the world’s most rugged and durable light fixture for commercial agriculture, thanks to our 20-plus years of LED fixture design experience combined with over 65 years of manufacturing excellence and scale in Hendersonville, North Carolina,” said Mike Doss, Current’s VP of Specialty. “We’ve improved the Element in every possible way, from light intensity to efficacy, and now it is proudly assembled in the Appalachians.” The Element family now features eight spectral options in three all-new models: L1000: The L1000 is a flexible, all-purpose fixture, with a PPF of up to 1900 µmol/s at 3.3 µmol/J. L1000 HE:

Creative Artists Agency to Acquire ICM Partners27.9.2021 19:00:00 CEST | Press release

Leading entertainment and sports agency Creative Artists Agency (CAA) announced today the execution of a definitive agreement to acquire ICM Partners (ICM), one of the world’s premier entertainment and sports agencies, to drive broader and more inclusive representation as their clients, their work, and their brands shape culture. “Today’s storytellers, athletes, thought-leaders, and trend-setters who can move, inspire, and attract large, global audiences have unprecedented opportunity and ability to achieve their goals and aspirations,” said CAA’s Bryan Lourd, Kevin Huvane, and Richard Lovett. “The strategic combination of CAA and ICM bolsters our collective resources, expertise, and relationships to deliver even more opportunities for our world-class clients to build their careers and their brands across multiple disciplines and platforms in an evolving marketplace. Our strong financial position enables us to continue to expand and diversify our businesses, with service and representa