As filed with the Securities and Exchange Commission on July 26, 2021

Registration No. 333-256591​

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
to

FORM F-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933​

Arqit Quantum Inc.
(Exact name of registrant as specified in its charter)

Arqit Quantum Inc.
1st Floor, 3 More London Riverside
London SE1 2RE, United Kingdom
Telephone: +44 203 91 70155

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

Arqit Inc.
1209 Orange Street
Wilmington, DE 19801
Telephone: (302) 658-7581

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

Copies of all correspondence to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the Proposed Transactions described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☐

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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

CALCULATION OF REGISTRATION FEE

​

(1)

All securities registered will be issued by Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”). In connection with the business combination described in this registration statement and the proxy statement/prospectus included herein, (a) Centricus Acquisition Corp., a publicly traded Cayman Islands exempted limited liability company (“Centricus”) will merge with and into Pubco, with Pubco surviving the merger, and (b) Pubco will acquire all of the issued share capital of Arqit Limited, a company limited by shares incorporated in England under the registration number 10544841 (the “Company”), such that the Company will be a direct wholly owned subsidiary of Pubco. As a result of the foregoing transactions, Pubco will become the public company, and the current security holders of Centricus and the current security holders of the Company will become security holders of Pubco.​

​

(2)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Centricus’ ordinary shares and Centricus’ warrants on May 24, 2021. This calculation is in accordance with Rule 457(f)(1) of the Securities Act.​

​

(3)

Consists of Pubco ordinary shares issuable in exchange for outstanding Centricus ordinary shares, including (i) 8,625,000 Centricus ordinary shares issued to Centricus’ sponsor as founder shares, and (ii) 34,500,000 Centricus ordinary shares included in outstanding Centricus units (with each Centricus unit consisting of one Centricus ordinary share and one-fourth of one Centricus warrant) sold to the public in Centricus’ initial public offering. In connection with the business combination described in this registration statement and the proxy statement/prospectus included herein, all Centricus units will be separated into their component securities.​

​

(4)

Consists of Pubco warrants issuable in exchange for outstanding Centricus warrants, including (a) 6,266,667 Centricus warrants sold to Centricus’ sponsor in a private placement in connection with Centricus’ initial public offering, and (b) 8,625,000 Centricus warrants included in outstanding Centricus units sold to the public in Centricus’ initial public offering.​

​

(5)

Consists of Pubco ordinary shares issuable upon exercise of Pubco warrants. Each Pubco warrant will entitle the warrant holder to purchase one Pubco ordinary share at a price of $11.50 per share (subject to adjustment).​

​

 (6)

No separate registration fee is required pursuant to Rule 457(g).​

​

 (7)

Previously paid.​

​

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, as amended, 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.

 

PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED JULY 26, 2021

CENTRICUS ACQUISITION CORP.
Boundary Hall, Cricket Square
PO Box 1093
Grand Cayman KY1-1102, Cayman Islands

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF CENTRICUS ACQUISITION CORP.
To Be Held On            , 2021

TO THE SHAREHOLDERS OF CENTRICUS ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of shareholders of Centricus Acquisition Corp., an exempted limited liability company incorporated under the laws of the Cayman Islands (“Centricus”), will be held on            , 2021, at       a.m., Eastern time, at https://​www.cstproxy.com/centricusacquisitioncorp/2021 and at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, NY 10020. As a matter of Cayman Islands law, there must be a physical location for the meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Centricus shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting https://​www.cstproxy.com/centricusacquisitioncorp/2021 and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Centricus’ shareholders and Centricus, and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

(1)

The Business Combination Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the business combination described in this proxy statement/​prospectus, which proposal shall include approval of each of (a) the merger pursuant to Part XVI of the Cayman Companies Act of Centricus into Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”) with Pubco surviving the merger and the security holders of Centricus (other than security holders of Centricus electing to redeem their Centricus ordinary shares) becoming security holders of Pubco (the “Merger”) pursuant to the terms of (i) the Business Combination Agreement, dated as of May 12, 2021, as it may be amended (the “Business Combination Agreement”), that Centricus has entered into with Pubco, Centricus Heritage LLC, a Cayman Islands limited liability company (the “Sponsor”), solely in its capacity as Centricus’ representative, Arqit Limited, a company limited by shares incorporated in England (the “Company”), David John Williams, solely in his capacity as the Company Shareholders representative, and the shareholders of the Company party thereto, and (ii) Part XVI of the Cayman Companies Act, (b) the acquisition by Pubco of all of the issued and outstanding share capital of the Company from the holders of the Company’s share capital for Pubco ordinary shares and, if applicable, the payment of cash and Earnout Shares, such that the Company will be a direct wholly owned subsidiary of Pubco (the “Share Acquisition”), and (c) the other transactions contemplated by the Business Combination Agreement (together with the Merger and Share Acquisition, the “Proposed Transactions”);

​

(2)

The Merger Proposal: to consider and vote upon, as a special resolution, a proposal to approve and authorize the Plan of Merger (made in accordance with the provisions of Section 233 of the Cayman Companies Act and included as Annex B to this proxy statement/prospectus) and to authorize the Merger of Centricus with and into Pubco with Pubco surviving the Merger (the “Merger Proposal”);

​

(3)

The Pubco Incentive Plan Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve the Arqit Quantum Inc. 2021 Incentive Award Plan (the “Pubco Incentive Plan”), which

​

 

 

will become effective on the Merger Closing Date and will be used by Pubco following the completion of the Proposed Transactions (the “Pubco Incentive Plan Proposal”); and

(4)

The Adjournment Proposal: to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote (the “Adjournment Proposal”).

​

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Centricus ordinary shares at the close of business on July 26, 2021 are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting. A complete list of our shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting.

After careful consideration, our board of directors has determined that the Business Combination Proposal, the Merger Proposal, the Pubco Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interest of Centricus and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Pubco Incentive Plan Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and our officers have interests in the Proposed Transactions that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Proposed Transactions.”

The Proposed Transactions contemplated by the Business Combination Agreement will be consummated only if a majority of the outstanding Centricus ordinary shares that are voted at the extraordinary general meeting are voted in favor of the Business Combination Proposal and if holders of at least two thirds of Centricus ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote in favor of the Merger Proposal. If the Business Combination Proposal, and the Merger Proposal are approved, the Adjournment Proposal will not be presented to shareholders for a vote.

All Centricus shareholders are cordially invited to attend the extraordinary general meeting. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of Centricus ordinary shares, you may also cast your vote remotely at the extraordinary general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote remotely, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers may reach Morrow Sodali LLC at (203) 658-9400.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Proposed Transactions.

By Order of the Board of Directors,

Garth Ritchie
Chief Executive Officer

                 , 2021

 

 

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE CENTRICUS REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CENTRICUS’ TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF CENTRICUS SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated                 , 2021 and is first being mailed to Centricus shareholders on or about that date.

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 26, 2021

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
CENTRICUS ACQUISITION CORP.

PROSPECTUS FOR
43,125,000 ORDINARY SHARES AND 14,891,667 WARRANTS TO PURCHASE ORDINARY
SHARES, IN EACH CASE, OF ARQIT QUANTUM INC.

The board of directors of Centricus Acquisition Corp., which we refer to as “we,” “us,” “our” or “Centricus,” has unanimously approved and adopted the Business Combination Agreement, dated as of May 12, 2021, as it may be amended (the “Business Combination Agreement”), that Centricus has entered into with Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”), Centricus Heritage LLC, a Cayman Islands limited liability company (the “Sponsor”), solely in its capacity as Centricus’ representative, Arqit Limited, a company limited by shares incorporated in England (the “Company”), David John Williams, solely in his capacity as the Company Shareholders representative, and the shareholders of the Company party thereto, and the transactions contemplated thereby (the “Proposed Transactions”) which, among other things, provides for (a) Centricus to be merged with and into Pubco, with Pubco surviving the merger and the security holders of Centricus (other than security holders of Centricus electing to redeem their Centricus ordinary shares) becoming security holders of Pubco (the “Merger”) and (b) Pubco to acquire all of the issued and outstanding share capital of the Company from Company Shareholders for Pubco ordinary shares and, if applicable, the payment of cash and Earnout Shares, such that the Company will be a direct wholly owned subsidiary of Pubco (the “Share Acquisition”).

Concurrently with the execution of the Business Combination Agreement, Centricus and Pubco entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Pubco agreed to issue and sell to such PIPE Investors, an aggregate of 7,100,000 Pubco ordinary shares at $10.00 per share for gross proceeds of $71,000,000 (the “PIPE Financing”) immediately following the Merger Effective Time. The PIPE Investors include certain affiliates of Centricus (the “Centricus PIPE Investors”), which have agreed to fund $51,000,000 of the PIPE Financing. The Pubco ordinary shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Pubco has granted the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Proposed Transactions.

Under the Business Combination Agreement, the closing of the Proposed Transactions is subject to a number of conditions, including (i) that Centricus shareholders approve the Business Combination Proposal and (ii) Centricus and Pubco having at least $150.0 million of cash either in or outside of the Trust Account (as defined herein), after taking into accounts payments by Centricus to Centricus public shareholders who exercise their redemption rights, as described herein, and any proceeds received by Pubco from the PIPE Financing. If any of the conditions to Centricus’, Pubco’s or the Company’s obligation to consummate the Proposed Transactions are not satisfied, then the parties to the Business Combination Agreement will not be required to consummate the Proposed Transactions.

Proposals to approve the Proposed Transactions and the other matters discussed in this proxy statement/​prospectus will be presented at the extraordinary general meeting of shareholders of Centricus to be held on            , 2021.

Centricus units, Centricus ordinary shares and Centricus warrants are currently listed on the Nasdaq Capital Market, or Nasdaq, under the symbols “CENHU,” “CENH” and “CENHW,” respectively. Any outstanding Centricus units will be separated into Centricus ordinary shares and Centricus warrants to purchase Pubco ordinary shares in connection with the consummation of the Proposed Transactions. We intend to apply to list Pubco’s ordinary shares and Pubco’s warrants on Nasdaq under the symbols “ARQQ” and “ARQQW,” respectively. We cannot assure you that Pubco’s ordinary shares and Pubco’s warrants will be approved for listing on Nasdaq.

Each of Centricus and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirement.

This proxy statement/prospectus provides you with detailed information about the Proposed Transactions and other matters to be considered at the extraordinary general meeting of Centricus’ shareholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 42.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this proxy statement/prospectus or any of the securities to be issued in the Proposed Transactions, passed upon the merits or fairness of the Proposed Transactions or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

This proxy statement/prospectus is dated                 , 2021 and is first being mailed to shareholders of Centricus on or about that date.

 

TABLE OF CONTENTS

 

i

 

ABOUT THIS PROXY STATEMENT/ PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by Pubco, constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the Pubco ordinary shares to be issued to Centricus shareholders, the Pubco warrants to be issued to Centricus warrant holders and the Pubco ordinary shares underlying such Centricus warrants, if the Proposed Transactions described herein are consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to the extraordinary general meeting of Centricus shareholders at which Centricus shareholders will be asked to consider and vote upon a proposal to approve the Proposed Transactions by the adoption of the Business Combination Agreement, among other matters.

 

1

 

FINANCIAL STATEMENT PRESENTATION

Pubco

Pubco was incorporated on April 26, 2021 for the purpose of effectuating the Proposed Transactions described herein. Pubco has no material assets and does not operate any businesses. Accordingly, no financial statements of Pubco have been included in this proxy statement/prospectus. Following the Proposed Transactions, Pubco will qualify as a foreign private issuer as defined under Rule 405 under the Securities Act and will prepare its financial statements denominated in U.S. dollars and in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Accordingly, the unaudited pro forma combined financial information presented in this proxy statement/​prospectus have been prepared in accordance with IFRS and denominated in U.S. dollars.

Centricus

The financial statements of Centricus included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

The Company

The financial statements of the Company as of and for the six months ended March 31, 2021 and March 31, 2020, the year ended September 30, 2020 and the nine months ended September 30, 2019 included in this proxy statement/prospectus have been prepared in accordance with IFRS and are denominated in British pounds sterling. On September 30, 2019, the Company changed its fiscal year end from December 31 to September 30. Therefore the financial statements for the fiscal year ended September 30, 2019 comprise a period of only nine calendar months from January 1, 2019 to September 30, 2019. Given the Company’s limited operating history and activities since inception, management does not believe that difference in calendar months between the periods materially impacts the comparability of the two periods. The Company’s subsidiaries, Arqit Inc., a Delaware corporation, and Arqit LLC, a Delaware limited liability company, were incorporated on December 18, 2020. Quantum Keep Limited, a joint venture in which the Company holds a 50.0% interest, was incorporated on August 12, 2020, and as of September 30, 2020 had not yet commenced operations. Therefore none of Arqit Inc., Arqit LLC or Quantum Keep Limited have been consolidated into the Company’s financial statements as of and for the year ended September 30, 2020 and the nine months ended September 30, 2019 included in this proxy statement/prospectus.

 

2

 

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which the Company competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with the Company’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and the Company’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Arqit’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information Related to Arqit” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

3

 

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Centricus” refer to Centricus Acquisition Corp.

In this document, unless the context otherwise requires:

“10% Stockholder” means an employee who owns or is deemed to own more than 10% of the combined voting power of all of Pubco's classes of shares, or of any parent or subsidiary.

“2020 Tax Year” means Centricus' first taxable year which ended on December 31, 2020.

“Adjournment Proposal” means the proposal to adjourn the extraordinary general meeting of shareholders of Centricus to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote.

“Amended and Restated Memorandum and Articles of Association of Pubco” means the memorandum and articles of association of Pubco in the form set out in Annex C hereto.

“Ancillary Documents” means each agreement, instrument or document including the purchaser disclosure schedules, company disclosure schedules, Lock-Up Agreements, the New Registration Rights Agreement and the other agreements, certificates and instruments to be executed or delivered by any of the parties to or in connection with the Business Combination Agreement.

“ASC 815” means the ASC 815, Derivatives and Hedging guidance.

“ASC” means the Accounting Standards Codification.

“British pounds sterling” or “£” means the legal currency of the United Kingdom.

“broker non-vote” means the failure of a Centricus shareholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Agreement” means the Business Combination Agreement, dated as of May 12, 2021, as it may be amended, by and among Centricus, Pubco, the Sponsor, solely in its capacity as Centricus’ representative, the Company, David John Williams, solely in his capacity as the Company Shareholders representative, and the shareholders of the Company party thereto.

“Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement, and the transactions contemplated thereby, including the Proposed Transactions.

“Cash Consideration” means the cash consideration paid by Pubco to the Company Shareholders who have elected to receive cash consideration in accordance with, and pursuant to, the terms of the Business Combination Agreement which shall be the lower of (i) the amount (which may be zero) by which the Parent Closing Cash (as defined in the Business Combination Agreement) exceeds $500,000,000, and (ii) $90,000,000.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as may be amended from time to time.

“CDC” means the Center for Disease Control and Prevention.

“Centricus” means Centricus Acquisition Corp., an exempted limited liability company incorporated under the laws of the Cayman Islands, with registered number 368454 and whose registered office is at PO Box 309, Ugland House, Grand Cayman KY1-1102, Cayman Islands.

“Centricus founder shares” means the aggregate 8,625,000 Centricus ordinary shares issued prior to the IPO that are currently owned by the Centricus Initial Shareholders, of which 8,585,000 shares are held by the Sponsor, 20,000 shares are held by Adam M. Aron and 20,000 shares are held by Nicholas Taylor.

“Centricus Fundamental Warranties” means the warranties of Centricus identified as fundamental under the terms of the Business Combination Agreement.

 

4

 

“Centricus Initial Shareholders” means the Sponsor, Adam M. Aron and Nicholas Taylor.

“Centricus ordinary shares” means the ordinary shares, with par value $0.0001 per share, of Centricus.

“Centricus PIPE Investors” means the investors that are affiliates of Centricus that are investing in the PIPE Financing.

“Centricus Warrant Agreement” means the warrant agreement governing Centricus’ outstanding warrants.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Committee” means a committee of at least two people appointed to Pubco's board.

“Company” or “Arqit” means Arqit Limited, a company limited by shares incorporated in England under registration number 10544841 and whose registered office is at 1st Floor, 3 More London Riverside, More London Place, London, England, SE1 2RE, and its consolidated subsidiaries.

“Company Fundamental Warranties” means the warranties of the Company identified as fundamentalunder the terms of the Business Combination Agreement.

“Company Loan Notes” means, collectively, (i) £1,000,000 of convertible loan notes issued on March 22, 2018, (ii) £3,500,000 of convertible loan notes issued on June 21, 2019 and November 6, 2019, and (iii) £10,500,000 of convertible loan notes issued on October 13, 2020 and December 18, 2020.

“Company Loan Note Shares” means, the 710,074 Company ordinary shares of £0.0001 each in the Company, which will be issued and fully paid immediately prior to the Share Acquisition Closing in accordance with the terms of the applicable Company Loan Notes.

“Company option plan” means the employee share option plan authorized by the Company.

“Company Other Loan Note Holders” means Notion Capital III LP, Notion Capital III GP LLP, Seraphim Space LP, Seraphim Space (General Partner) LLP, MNL Nominees Limited and The Evolution Technology Fund II, SCSp.

“Company Shareholders” means the shareholders of the Company immediately prior to the Share Acquisition Closing, including holders of the Company Loan Note Shares.

“Company Shareholders Fundamental Warranties” means the warranties of the Company Shareholders identified as fundamental under the terms of the Business Combination Agreement.

“COVID-19” means the disease known as coronavirus disease or COVID-19, the virus known as severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and any evolutions or mutations thereof.

“COVID-19 Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, mask wearing, temperature taking, personal declaration, “purple badge standard”, shut down, closure, sequester directive, guideline or recommendation made by an applicable governmental authority or any other applicable law in connection with or in response to COVID-19.

“Deutsche Bank” means Deutsche Bank AG, London Branch.

“DTC” means the Depository Trust Company.

“EAR” means the Export Administration Regulations of the U.K. Export Control Act 2002, as amended.

“Earnout Condition” means if at any time during the three (3) years following the Share Acquisition Closing Date, the closing price of the Pubco ordinary shares during such period is equal to or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days during a thirty (30) consecutive trading day period.

“Earnout Shares” means 10,000,000 Pubco ordinary shares (as adjusted for share splits, share dividends, reorganizations and recapitalizations) issuable upon satisfaction of the Earnout Condition.

 

5

 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Shares” means the Pubco ordinary shares issued to the Company Shareholders who have elected to receive cash consideration in accordance with, and pursuant to, the terms of the Business Combination Agreement which shall have an aggregate value equal to $900,000,000 less the Cash Consideration (if any).

“Extension Period” means any extended time that Centricus has to consummate a business combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association.

“F Reorganization” means a reorganization described by Section 368(a)(1)(F) of the Code.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Gartner” means Gartner, Inc.

“Gartner Content” means the Gartner content described in the Gartner research entitled "Forecast: Information Security and Risk Management, Worldwide, 2019-2025, 1Q21 Update, 30 March 2021".

“GDPR” means the U.K. General Data Protection Regulation.

“IFRS” means International Financial Reporting Standards as adopted by the International Accounting Standards Board.

“Interim Period” means the period from May 12, 2021 to the earlier of the termination of the Business Combination Agreement and the Merger Closing Date.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“IPO” means Centricus’ initial public offering of Centricus units, consummated on February 8, 2021.

“IRS” means the U.S. Internal Revenue Service.

“ISOs” means incentive share options.

“ITAR” means the International Traffic in Arms Regulations of the Bureau of Industry and Security of the U.S. Department of Commerce.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“JPM” means J.P. Morgan Securities LLC.

“Key Company Shareholders” means, collectively, (i) David John Williams, a British citizen, (ii) David James Bestwick, a British citizen, and (iii) D2BW Limited.

“KPMG” means KPMG LLP.

“Latham” means Latham & Watkins LLP as counsel to Centricus and the Sponsor.

“Lock-Up Agreements” means, collectively, the Lock-Up Agreements to be entered into by the Centricus Initial Shareholders and the Company Shareholders at the Share Acquisition Closing in connection with the Proposed Transactions.

“Merger” means the merger of Centricus with and into Pubco, as a result of which the separate corporate existence of Centricus will cease and Pubco will continue as the surviving company, and the security holders of Centricus (other than security holders of Centricus electing to redeem their Centricus ordinary shares) will become security holders of Pubco.

“Merger Closing” means the closing of the Merger.

“Merger Closing Date” means the date of the Merger Closing.

“Merger Effective Time” means the time at which the Merger shall become effective.

 

6

 

“Merger Proposal” means a proposal to approve and authorize the Plan of Merger and to authorize the Merger.

“Nasdaq” means the Nasdaq Capital Market.

“NATO” means the North Atlantic Treaty Organization.

“New Registration Rights Agreement” means the Registration Rights Agreement to be entered into by and among Pubco, the Key Company Shareholders, Notion Capital III LP, MNL Nominees Limited and the Centricus Initial Shareholders in connection with the Merger Closing.

“NIST” means the U.S. Department of Commerce's National Institute of Standards and Technology.

“Note” means the promissory note dated December 18, 2020 whereby the Sponsor agreed to loanCentricus up to $300,000 to be used for the payment of costs relating to the IPO.

“Other Potential Acquisitions” means the 10 alternative target opportunities, other than the Company,that Centricus engaged in detailed discussions with.

“Outside Date” means the date falling six months from the date of the Business CombinationAgreement.

“PCAOB” means the Public Company Accounting Oversight Board.

“PFIC” means passive foreign investment company.

“PIPE Financing” means the private placement of 7,100,000 Pubco ordinary shares to the PIPE Investors for gross proceeds of $71,000,000, pursuant to the Subscription Agreements.

“PIPE Investors” means the investors (including the Centricus PIPE Investors) in the PIPE Financing pursuant to the Subscription Agreements.

“PKI” means public key infrastructure.

“Placement Agents” means Deutsche Bank and JPM.

“Plan of Merger” means the plan of merger attached to this proxy statement/prospectus as Annex B.

“Proposed Transactions” means the transactions contemplated by the Business Combination Agreement which, among other things, provides for the Merger and the Share Acquisition.

“proxy statement/prospectus” means the prospectus included in this registration statement on Form F-4 (Registration No. 333-256591) filed with the SEC.

“Pubco” means Arqit Quantum Inc., a Cayman Islands exempted limited liability company with registered number 374857 and whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

“Pubco Articles” means the memorandum and articles of association of Pubco substantially in the form set out in Annex C hereto.

“Pubco Fundamental Warranties” means the warranties of Pubco identified as fundamental under theterms of the Business Combination Agreement.

“Pubco Incentive Plan” means the Arqit Quantum Inc. 2021 Incentive Award Plan attached to this proxy statement/prospectus as Annex D.

“Pubco Incentive Plan Proposal” means a proposal to approve the Pubco Incentive Plan.

“Pubco ordinary shares” means the ordinary shares, with $0.0001 par value per share, of Pubco.

“Pubco Warrant Agreement” means the warrant agreement governing Pubco’s outstanding warrants.

“QEF election” means a "qualified electing fund" election under Section 1295 of the Code.

 

7

 

“Registration and Shareholder Rights Agreement” means the registration and shareholder rights agreement dated as of February 3, 2021, among Centricus, the Sponsor and the other “Holders” named therein.

“Relevant Date” means (a) with respect to Company transaction expenses, at all times, the Share Acquisition Closing Date, and (b) with respect to all other items, (i) the Share Acquisition Closing Date, if the Share Acquisition Closing is occurring on the last day of a calendar month, or (ii) the date falling on the last day of the calendar month immediately prior to the Share Acquisition Closing Date, if the Share Acquisition Closing is not occurring on the last day of a calendar month.

“SARs” means share appreciation rights.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“Section 404” means Section 404 of the Sarbanes-Oxley Act.

“SEC” means the U.S. Securities Exchange Commission.

“SEC Staff” means the staff of the SEC.

“ SEC Statement” means the statement issued by the SEC Staff regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies”.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Share Acquisition” means the acquisition by Pubco all of the issued share capital of the Company in exchange for the issue to the Company Shareholders of Pubco ordinary shares and, if applicable, the payment of cash and Earnout Shares, such that the Company will be a direct wholly owned subsidiary of Pubco.

“Share Acquisition Closing” means the closing of the Share Acquisition.

“Share Acquisition Closing Date” means the date of the Share Acquisition Closing.

“Sidley” means Sidley Austin LLP as counsel to the Placement Agents.

“Sponsor” means Centricus Heritage LLC, a Cayman Islands limited liability company with registered number 3562 and whose registered office is at Ugland House, South Church Street, Grand Cayman KY1-1104, Cayman Islands.

“Subscription Agreements” means those certain subscription agreements entered into on May 12, 2021, among Centricus, Pubco and the PIPE Investors named therein relating to the PIPE Financing.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Centricus private placement warrants.

“U.S. dollar” or “$” means the legal currency of the United States.

“U.S. GAAP” means United States generally accepted accounting principles.

“W&C” means White & Case LLP as counsel to the Company.

“Working Capital Loans” means the loans which may be offered by the Sponsor or certain of its officers and directors and their affiliates to Centricus to fund working capital deficiencies.

 

8

 

QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting of shareholders, including with respect to the Proposed Transactions. The following questions and answers may not include all the information that is important to Centricus’ shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the Extraordinary General Meeting of Centricus’ Shareholders and the Related Proposals

Q.

Why am I receiving this proxy statement/prospectus?

​

A.

Centricus has entered into the Business Combination Agreement with Pubco, the Company, the Sponsor (solely in its capacity as Centricus’ representative), David John Williams (solely in his capacity as the Company Shareholders representative) and the shareholders of the Company party thereto, which provides for the Proposed Transactions in which, among other transactions, Centricus will be merged with and into Pubco and the Company will be a directly wholly-owned subsidiary of Pubco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

​

As a result of the Proposed Transactions: (i) at the Merger Effective Time, among other things, (a) each issued and outstanding Centricus ordinary share will automatically be converted into and exchanged for the right to receive one Pubco ordinary share, except that Centricus public shareholders are entitled to elect instead to have their Centricus ordinary shares redeemed and receive a pro rata portion of Centricus’ Trust Account, as provided in Centricus’ memorandum and articles of association, and (b) each issued and outstanding Centricus public warrant will automatically be converted into and exchanged for the right to receive one Pubco public warrant, and (ii) at Share Acquisition Closing, Pubco will acquire all of the issued share capital of the Company, such that the Company will be a direct wholly owned subsidiary of Pubco, and the Company Shareholders will receive Pubco ordinary shares. Please see “Proposal No. 1 — The Business Combination Proposal,” “Beneficial Ownership of Securities,” and “Unaudited Pro Forma Financial Information” for further information.

Centricus shareholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Business Combination Agreement and the Proposed Transactions, among other things.

The Centricus ordinary shares, Centricus warrants and Centricus units are currently listed on Nasdaq under the symbols “CENH,” “CENHW” and “CENHU,” respectively. Pubco has applied to list its Pubco ordinary shares and Pubco warrants on Nasdaq under the symbols “ARQQ” and “ARQQW,” respectively, in connection with the Merger Closing. All outstanding Centricus units will be separated into their underlying securities immediately prior to the Merger Effective Time. Accordingly, Pubco will not have any units following consummation of the Proposed Transactions.

This proxy statement/prospectus and its annexes contain important information about the Proposed Transactions and the proposals to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Pubco with respect to the Pubco ordinary shares issuable in connection with the Proposed Transactions.

Q.

When and where is the extraordinary general meeting?

​

A.

The extraordinary general meeting will be held on            , 2021, at       a.m., Eastern time, at https://www.cstproxy.com/centricusacquisitioncorp/2021 and at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, NY 10020. As a matter of Cayman Islands law, there must be a physical location for the meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Centricus shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting https://www.cstproxy.com/centricusacquisitioncorp/2021​ and entering their

​

 

9

 

control number found on their proxy card, voting instruction form or notice included in their proxy materials. If you do not have your control number, please contact Continental Stock Transfer at the phone number or email address below. Continental Stock Transfer support contact information is as follows: 917-262-2373, or email proxy@continental.com. You may also attend the meeting telephonically by dialing 1 888-965-8995 (toll-free within the United States and Canada) or +1 415-655-0243 (outside of the United States and Canada, standard rates apply). The passcode for telephone access is 76225039#, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Centricus’ shareholders and Centricus, and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world.

Q.

What matters will shareholders consider at the extraordinary general meeting of shareholders?

​

A.

At the extraordinary general meeting of shareholders, Centricus will ask its shareholders to vote in favor of the following proposals:

​

The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve each of (a) the merger pursuant to Part XVI of the Cayman Companies Act of Centricus into Pubco, with Pubco surviving the merger and the security holders of Centricus (other than security holders of Centricus electing to redeem their Centricus ordinary shares) becoming security holders of Pubco (the “Merger”) pursuant to the terms of the Business Combination Agreement and Part XVI of the Cayman Companies Act, (b) the acquisition by Pubco of all of the issued and outstanding share capital of the Company from the holders of the Company’s share capital for Pubco ordinary shares and, if applicable, the payment of cash and Earnout Shares, such that the Company will be a direct wholly owned subsidiary of Pubco (the “Share Acquisition”), and (c) the other transactions contemplated by the Business Combination Agreement (together with the Merger and Share Acquisition, the “Proposed Transactions”).

The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and authorize the Plan of Merger (made in accordance with the provisions of Section 233 of the Cayman Companies Act and included as Annex B to this proxy statement/prospectus) and to authorize the Merger of Centricus with and into Pubco with Pubco surviving the Merger.

The Pubco Incentive Plan Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve the Arqit Quantum Inc. 2021 Incentive Award Plan (the “Pubco Incentive Plan”), which will become effective on the Merger Closing Date and will be used by Pubco following the completion of the Proposed Transactions.

The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Business Combination Proposal or Centricus public shareholders have elected to redeem an amount of Centricus public shares such that the minimum available cash condition to the obligation to closing of the Proposed Transactions would not be satisfied.

Q.

Are the proposals conditioned on one another?

​

A.

The approval of the Merger Proposal is a condition to the adoption of the Business Combination Proposal and vice versa. Accordingly, if the Business Combination Proposal is not approved, the Merger Proposal will not be presented to the shareholders for a vote. Similarly, if the Business Combination Proposal or the Merger Proposal is not approved, the Pubco Incentive Plan Proposal will not be presented to the shareholders for a vote. The approval of the Business Combination Proposal, the Merger Proposal or the Pubco Incentive Plan Proposal is not a condition to the adoption of the Adjournment Proposal. If the Business Combination Proposal, the Merger Proposal and the Pubco Incentive Plan Proposal are approved, the Adjournment Proposal will not be presented to shareholders for a vote.

​

 

10

 

Q.

What will happen in the Proposed Transactions?

​

A.

Pursuant to the Business Combination Agreement, among other things: (i) Centricus will merge with and into Pubco, as a result of which the separate corporate existence of Centricus will cease and Pubco will continue as the surviving company, and each issued and outstanding security of Centricus immediately prior to the Merger Effective Time will no longer be outstanding and will automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco in accordance with the terms of the Business Combination Agreement (except that Centricus public shareholders will be entitled to elect instead to have their Centricus ordinary shares redeemed and receive a pro rata portion of the Trust Account, as provided in Centricus’ memorandum and articles of association); and (ii) Pubco will acquire all of the issued share capital of the Company from the Company Shareholders in exchange for the issue to the Company Shareholders of Pubco ordinary shares and, if applicable, the payment of cash and Earnout Shares, such that the Company will be a direct wholly owned subsidiary of Pubco.

​

In consideration for the Merger of Centricus and Pubco, each Centricus shareholder will receive one Pubco ordinary share and one Pubco warrant for each ordinary share and warrant they hold in Centricus, respectively, immediately prior to the Merger. Each Arqit ordinary share will be acquired by Pubco in exchange for 46.06 ordinary shares of Pubco, unless the Arqit shareholder has opted to receive a portion of their consideration in cash, in which case the number of Pubco ordinary shares will be reduced proportionately. The amount of cash paid in connection with the acquisition of Arqit ordinary shares will be determined based on, and is conditional upon, the amount of cash held by Pubco and Centricus prior to such acquisition. See the section entitled “Proposal No. 1 — The Business Combination Proposal” for more information.

In connection with the consummation of the Proposed Transactions, the following will occur:

•

before the Merger Effective Time, Pubco will amend its memorandum and articles of association to be substantially in the form attached hereto as Annex C;

​

•

immediately following the Merger Effective Time, the PIPE Investors will subscribe for and purchase 7,100,000 Pubco ordinary shares from Pubco for an aggregate purchase price of $71,000,000;

​

•

immediately prior to the Share Acquisition Closing, the Company Other Loan Note Holders will convert their respective Company Loan Notes into Company Loan Note Shares, and the convertible loan notes issued by the Company on October 13, 2020 and December 18, 2020 will automatically convert into Company Loan Note Shares; and

​

•

the Lock-Up Agreements and the New Registration Rights Agreement will be entered into, and the Registration and Shareholder Rights Agreement, dated as of February 3, 2021, among Centricus, the Sponsor and the other “Holders” named therein will terminate.

​

Q.

Why is Centricus proposing the Business Combination Proposal?

​

A.

Centricus was organized for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities. Centricus is not limited to any particular business, sector or geography, though its intent is to capitalize on the ability of its management team to identify, acquire and manage a growth-oriented, market leading business.

​

Centricus received $354,400,000 from its IPO and sale of the Centricus private placement warrants, of which $345,000,000 was placed into the Trust Account immediately following the IPO. In accordance with Centricus’ amended and restated memorandum and articles of association, the funds held in the Trust Account will be released upon the consummation of the Proposed Transactions. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Proposed Transactions?”

There currently are 43,125,000 Centricus ordinary shares issued and outstanding, consisting of 34,500,000 Centricus public shares originally sold as part of the Centricus units in the IPO and 8,625,000

 

11

 

Centricus founder shares that were issued to the Sponsor prior to the IPO. In addition, there currently are 14,891,667 Centricus warrants issued and outstanding, including 6,266,667 Centricus private placement warrants that were sold by Centricus to the Sponsor in a private sale simultaneously with the IPO. Each whole Centricus warrant entitles the holder thereof to purchase one Centricus ordinary share at a price of $11.50 per share. The Centricus warrants will become exercisable on the later of 30 days after the completion of Centricus’ initial business combination and 12 months from the closing of the IPO, and expire at 5:00 p.m., New York City time, five years after the completion of Centricus’ initial business combination or earlier upon redemption or liquidation. The Centricus private placement warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees. There are no Centricus preferred shares issued and outstanding.

Under Centricus’ amended and restated memorandum and articles of association, Centricus must provide all holders of Centricus public shares with the opportunity to have their Centricus public shares redeemed upon the consummation of Centricus’ initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote.

Q.

Who is the Company?

​

A.

The Company is Arqit Limited, which was incorporated in 2017 in England as a company limited by shares under registration number 10544841, and whose registered office is at 1st Floor, 3 More London Riverside, More London Place, London, England, SE1 2RE. The Company is a cybersecurity company that has pioneered a unique quantum encryption technology which makes the communications links of any networked device secure against current and future forms of cyber attack.

​

Q.

What equity stake will current Centricus shareholders, the PIPE Investors and the Company Shareholders have in Pubco after the Share Acquisition Closing?

​

A.

It is anticipated that, upon completion of the Proposed Transactions and without giving effect to the issuance of Earnout Shares, (a) Centricus’ existing public shareholders will own approximately 25% of the issued and outstanding Pubco ordinary shares, (b) the Centricus Initial Shareholders (including the Sponsor but not including the Centricus PIPE Investors) will own approximately 6% of the issued and outstanding Pubco ordinary shares, (c) the PIPE Investors (including the Centricus PIPE Investors) will own approximately 5% of the issued and outstanding Pubco ordinary shares and (d) the Company Shareholders will own approximately 64% of the issued and outstanding Pubco ordinary shares. These relative percentages assume (i) that none of Centricus’ existing public shareholders exercise their redemption rights, (ii) that 7,100,000 Pubco ordinary shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) that no additional equity securities of Centricus or Pubco are issued. If the facts are different from these assumptions, the percentage ownership retained by Centricus’ existing shareholders will be different.

​

Assuming that (i) Centricus existing public shareholders exercise their redemption rights with regard to 26,600,000 Centricus public shares, (ii) that 7,100,000 Pubco ordinary shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) no additional equity securities of Centricus or Pubco are issued, (a) Centricus’ existing public shareholders will own approximately 7% of the issued and outstanding Pubco ordinary shares, (b) the Centricus Initial Shareholders (including the Sponsor but not including the Centricus PIPE Investors) will own approximately 8% of the issued and outstanding Pubco ordinary shares, (c) the PIPE Investors (including the Centricus PIPE Investors) will own approximately 6% of the issued and outstanding Pubco ordinary shares and (d) the Company Shareholders will own approximately 79% of the issued and outstanding Pubco ordinary shares upon completion of the Proposed Transactions. If the facts are different from these assumptions, the percentage ownership retained by Centricus’ existing shareholders will be different.

The following table illustrates two different redemption scenarios based on the assumptions described above: (1) no redemptions, which assumes that none of Centricus’ existing public shareholders exercise their redemption rights and (2) minimum cash, in which Centricus and Pubco has, in the aggregate, not less than $150.0 million of cash available for distribution upon the consummation of the Proposed Transactions after redemptions of 26,600,000 Centricus ordinary shares, satisfying the closing condition under the Business Combination Agreement:

 

12

 

(1)

Excludes (a) Pubco ordinary shares issuable upon the exercise of 14,891,667 Pubco warrants to be outstanding upon completion of the Proposed Transactions, (b) 9,464,357 Pubco ordinary shares issuable pursuant to the Company option plan and (c) the 10,000,000 Earnout Shares issuable upon satisfaction of the Earnout Condition.

​

(2)

Includes 5,100,000 Pubco ordinary shares held by Centricus PIPE Investors.

​

(3)

Based on an estimated price of $10.00 per share.

​

Q.

Who will be the officers and directors of Pubco if the Proposed Transactions are consummated?

​

A.

At the consummation of the Proposed Transactions, the directors of Pubco will be David Williams, Nicholas Pointon, Carlo Calabria, Stephen Chandler, Manfredi Lefebvre d’Ovidio, Lt General VeraLinn Jamieson, Garth Ritchie and General Stephen Wilson. David Williams is expected to serve as chief executive officer, David Bestwick is expected to serve as chief technology officer, Nicholas Pointon is expected to serve as chief financial officer, Air Vice-Marshal Peter Rochelle is expected to serve as chief operating officer, Paul Feenan is expected to serve as chief revenue officer, Dr. Daniel Shiu is expected to serve as chief cryptographer, and Patrick Willcocks is expected to serve as general counsel and corporate secretary of Pubco. See the section entitled “Management of Pubco Following the Proposed Transactions.”

​

Q.

What conditions must be satisfied to complete the Proposed Transactions?

​

A.

There are a number of closing conditions in the Business Combination Agreement, including (i) that Centricus’ shareholders approve the Business Combination Proposal and (ii) Centricus and Pubco having at least $150.0 million of cash either in or outside of the Trust Account, after taking into accounts payments by Centricus to Centricus public shareholders who exercise their redemption rights, as described herein, and any proceeds received by Pubco from the PIPE Financing. For a summary of the conditions that must be satisfied or waived prior to completion of the Proposed Transactions, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.”

​

Q.

What happens if I sell my Centricus ordinary shares before the extraordinary general meeting of shareholders?

​

A.

The record date for the special meeting of shareholders will be earlier than the date that the Proposed Transactions are expected to be completed. If you transfer your Centricus ordinary shares after the record date, but before the special meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of shareholders. However, you will not be entitled to receive any Pubco ordinary shares following the Merger Closing because only Centricus’ shareholders on the date of the Merger Closing will be entitled to receive Pubco ordinary shares in connection with the Merger Closing.

​

Q.

What vote is required to approve the proposals presented at the special meeting of shareholders?

​

A.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding Centricus ordinary shares who are present or represented at the special meeting of shareholders. Accordingly, a Centricus shareholder who attends the special meeting (remotely or by proxy) who fails to vote, or abstains from voting, will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

​

 

13

 

The approval of the Merger Proposal requires the affirmative vote of the holders of at least two thirds of Centricus ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Accordingly, a Centricus shareholder who attends the special meeting (remotely or by proxy) who fails to vote, or abstains from voting, will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

The approval of the Pubco Incentive Plan Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding Centricus ordinary shares who are present or represented at the special meeting of shareholders. Accordingly, a Centricus shareholder who attends the special meeting (remotely or by proxy) who fails to vote, or abstains from voting, will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Centricus ordinary shares that are voted thereon at the special meeting of shareholders. Accordingly, a Centricus shareholder who attends the special meeting (remotely or by proxy) who fails to vote, or abstains from voting, will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

Q.

Do the Company Shareholders need to approve the Proposed Transactions?

​

A.

All of the Company Shareholders have executed the Business Combination Agreement, and therefore no further approval of the Proposed Transactions by the Company Shareholders is required.

​

Q.

May Centricus, the Sponsor or Centricus’ directors, officers or advisors, or their affiliates, purchase shares in connection with the Proposed Transactions?

​

A.

In connection with the shareholder vote to approve the Proposed Transactions, the Sponsor or Centricus’ directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions from shareholders who would have otherwise elected to have their shares redeemed in connection with the Proposed Transactions. None of the Sponsor or Centricus’ directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Centricus’ directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Centricus public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different from the amount per share a Centricus public shareholder would receive if it elected to redeem its shares in connection with the Proposed Transactions. The purpose of these purchases would be to increase the amount of cash available to Centricus for use in the Proposed Transactions.

​

Q.

Will Centricus or Pubco issue additional equity securities in connection with the consummation of the Proposed Transactions?

​

A.

Pursuant to the terms of the Subscription Agreements, the PIPE Investors will subscribe for and purchase, and Pubco will issue and sell to the PIPE Investors, an aggregate of 7,100,000 Pubco ordinary shares at $10.00 per share in a private placement to occur immediately following the Merger Effective Time. In addition, Pubco or Centricus may enter into equity financing in connection with the Proposed Transactions with their respective affiliates or any third parties if the parties determine that the issuance of additional equity is necessary or desirable in connection with the consummation of the Proposed Transactions. The purpose of these purchases would be to increase the amount of cash available to Centricus for use in the Proposed Transactions. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming Centricus public shareholders or the former equity holders of the Company.

​

Q.

How many votes do I have at the extraordinary general meeting of shareholders?

​

A.

Centricus’ shareholders are entitled to one vote at the extraordinary general meeting for each Centricus

​

 

14

 

ordinary share held of record as of the record date. As of the close of business on the record date, there were 43,125,000 outstanding Centricus ordinary shares.

Q.

How will the Centricus Initial Shareholders vote?

​

A.

In connection with the IPO, Centricus entered into agreements with the Sponsor and Centricus’ officers and directors, pursuant to which each agreed to vote their Centricus founder shares and any other shares acquired during and after the IPO in favor of the Business Combination Proposal. Neither the Sponsor nor Centricus’ directors or officers have purchased any shares during or after the IPO and neither Centricus, the Sponsor nor Centricus’ directors or officers have entered into agreements, and are not currently in negotiations, to purchase Centricus ordinary shares. Currently, the Centricus Initial Shareholders holds all of the Centricus founder shares, which represent 20% of the issued and outstanding Centricus ordinary shares.

​

Q.

What interests do Centricus’ current officers and directors have in the Proposed Transactions?

​

A.

Centricus’ directors and executive officers may have interests in the Proposed Transactions that are different from, in addition to or in conflict with, yours. These interests include:

​

•

the beneficial ownership of the Centricus Initial Shareholders of 8,625,000 Centricus founder shares, which shares would become worthless if Centricus does not complete a business combination within the applicable time period, as the Centricus Initial Shareholders waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $      based on the closing price of the Centricus ordinary shares of $      on Nasdaq on July 26, 2021, the record date for the extraordinary general meeting of shareholders;

​

•

the fact that the Sponsor paid an aggregate of $25,000 for the 8,625,000 Centricus founder shares and such securities will have a significant higher value at the time of the Proposed Transactions, estimated at approximately $       based on the closing price of the Centricus ordinary shares of $       on Nasdaq on July 26, 2021, the record date for the extraordinary general meeting of shareholders; as such, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if Centricus public shareholders experience a negative rate of return following consummation of the Proposed Transactions;

​

•

the Centricus Initial Shareholders are expected to hold an aggregate of approximately 5% of the outstanding Pubco ordinary shares upon the consummation of the Proposed Transactions after giving effect to the PIPE Financing, assuming (i) none of the options under the Company option plan are exercised and (ii) none of Centricus’ existing public shareholders exercise their redemption rights;

​

•

the fact that, in connection with the PIPE Financing, the Centricus PIPE Investors will receive 5,100,000 Pubco ordinary shares;

​

•

Centricus’ directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on Centricus’ behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

​

•

the potential continuation of Manfredi Lefebvre d’Ovidio and Garth Ritchie as directors of Pubco, and the potential appointment of Carlo Calabria, an affiliate of the Sponsor, as a director of Pubco; and

​

•

the continued indemnification of current directors and officers of Centricus and the continuation of directors’ and officers’ liability insurance after the Proposed Transactions.

​

These interests may influence Centricus’ directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Proposed Transactions.”

Q:

What are the U.S. federal income tax consequences of the Proposed Transactions to U.S. Holders of Centricus ordinary shares and Centricus warrants?

​

A:

As discussed more fully under “Proposal No. 1 — The Business Combination Agreement Proposal — U.S.

​

 

15

 

Federal Income Tax Considerations,” Centricus has received an opinion of counsel, filed by amendment as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part, that the Merger will constitute an “F” reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Merger so qualifies, U.S. Holders (as defined in “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations”) generally should not recognize gain or loss for U.S. federal income tax purposes on the Merger. However, U.S. federal income tax rules regarding reorganizations are complex and there is no assurance that the Merger will qualify as intended. All holders of Centricus ordinary shares or warrants are urged to consult their tax advisors regarding the tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Proposed Transactions, see “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations.”

Q.

Did Centricus’ board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Proposed Transactions?

​

A.

Centricus’ board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Proposed Transactions. Centricus’ board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Proposed Transactions were fair from a financial perspective to its shareholders. The board of directors also determined, without seeking a valuation from a financial advisor, that the Company’s fair market value was at least 80% of Centricus’ net assets (excluding deferred underwriting discounts and commissions). Accordingly, investors will be relying on the judgment of Centricus’ board of directors as described above in valuing the Company business and assuming the risk that the board of directors may not have properly valued such business.

​

Q.

What happens if the Business Combination Proposal is not approved?

​

A.

If the Business Combination Proposal is not approved and Centricus does not consummate a business combination by February 8, 2023, or amend its amended and restated articles and memorandum of association to extend the date by which Centricus must consummate an initial business combination, Centricus will be required to dissolve and liquidate the Trust Account.

​

Q.

Do I have redemption rights?

​

A.

If you are a holder of Centricus public shares, you may redeem your Centricus public shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the Proposed Transactions, including interest earned on the funds held in the Trust Account and not previously released to Centricus to pay its franchise and income taxes, upon the consummation of the Proposed Transactions. The per-share amount Centricus will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions Centricus will pay to the underwriters of its IPO if the Proposed Transactions are consummated. Holders of the outstanding Centricus public warrants do not have redemption rights with respect to such Centricus warrants in connection with the Proposed Transactions. All of the Centricus Initial Shareholders have agreed to waive their redemption rights with respect to their Centricus founder shares and any Centricus public shares that they may have acquired during or after the IPO in connection with the completion of Centricus’ initial business combination. The Centricus founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $345.0 million on July 23, 2021, the estimated per share redemption price would have been approximately $10.00, equal to the IPO price of Centricus’ units. Additionally, Centricus public shares properly tendered for redemption will only be redeemed in connection with the Proposed Transactions if the Proposed Transactions are consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Centricus to pay franchise and income taxes (less $100,000 of interest to pay dissolution expenses), in connection with a shareholder vote (or tender offer) in connection with any

​

 

16

 

alternative business combination Centricus may thereafter pursue or the liquidation of the Trust Account if Centricus fails to consummate a business combination by the applicable date.

Q.

Is there a limit on the number of shares I may redeem?

​

A.

A Centricus public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the Centricus public shares. Accordingly, all shares in excess of 15% of the Centricus public shares owned by a holder will not be redeemed. On the other hand, a Centricus public shareholder who holds less than 15% of the Centricus public shares may redeem all of the Centricus public shares held by him or her for cash.

​

Q.

Will how I vote affect my ability to exercise redemption rights?

​

A.

No. You may exercise your redemption rights whether you vote your Centricus public shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus, or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their Centricus public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Centricus public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

​

It is a condition to closing under the Business Combination Agreement, however, that Centricus and Pubco have, collectively, at least $150.0 million of cash either in or outside of the Trust Account, after taking into accounts payments by Centricus to Centricus public shareholders who exercise their redemption rights and any proceeds received by Pubco from the PIPE Financing. If redemptions by Centricus public shareholders cause Centricus to be unable to meet this closing condition, then the parties to the Business Combination Agreement will not be required to consummate the Proposed Transactions.

Q.

How do I exercise my redemption rights?

​

A.

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on            , 2021 (two business days before the extraordinary general meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Centricus’ transfer agent, that Centricus redeem your Centricus public shares for cash, and (ii) deliver your shares to Centricus’ transfer agent physically or electronically through the Depository Trust Company (“DTC”). The address of Centricus’ transfer agent is listed under the question “Who can help answer my questions?” below. Centricus requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

​

A physical share certificate will not be needed if your shares are delivered to Centricus’ transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Centricus’ transfer agent will need to act to facilitate the request. It is Centricus’ understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Centricus does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Centricus’ consent, until the vote is taken with respect to the Proposed Transactions. If you delivered your shares for redemption to Centricus’ transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Centricus’ transfer agent return the shares (physically or electronically). Such requests may be made by contacting Centricus’ transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

 

17

 

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A.

The exercise of redemption rights will be a taxable transaction for a U.S. Holder (as defined in “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations”). Subject to the application of the “passive foreign investment company” ​(“PFIC”) rules, it is expected that a redeeming U.S. Holder will generally be treated as selling its ordinary shares and will recognize gain or loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). Notwithstanding the foregoing, if Centricus (or Pubco, after the Merger) is treated as a PFIC under the PFIC rules at any time during a U.S. Holder’s holding period of Centricus ordinary shares, unless a redeeming U.S. Holder has made certain elections, the gain recognized or proceeds received in the redemption may be subject to tax at ordinary income rates and an interest charge under a complex set of computational rules. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations.”

​

All holders considering exercising redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:

If I hold Centricus warrants, can I exercise redemption rights with respect to my Centricus warrants?

​

A:

No. There are no redemption rights with respect to the Centricus warrants.

​

Q:

Do I have appraisal rights if I object to the Proposed Transactions?

​

A:

Yes. See the section entitled “Appraisal Rights” for more information.

​

There are no appraisal rights with respect to Centricus warrants.

Q:

What happens to the funds held in the Trust Account upon consummation of the Proposed Transactions?

​

A:

If the Proposed Transactions are consummated, the funds held in the Trust Account will be released to pay (i) Centricus public shareholders who properly exercise their redemption rights, (ii) Centricus’ accrued expenses, including Centricus’ deferred expenses of the IPO, (iii) any loans owed by Centricus to the Sponsor for administrative costs and expenses (including deferred expenses) incurred by or on behalf of Centricus, and (iv) Cash Consideration pursuant to the Business Combination Agreement. Any additional funds available for release from the Trust Account will be used for general corporate purposes of Pubco and its subsidiaries following the Proposed Transactions.

​

Q:

What happens if the Proposed Transactions are not consummated?

​

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Proposal No. 1 — The Business Combination Proposal” for information regarding the parties’ specific termination rights.

​

If, as a result of the termination of the Business Combination Agreement or otherwise, Centricus is unable to complete a business combination by February 8, 2023, or amend its amended and restated memorandum and articles of association to extend the date by which Centricus must consummate an initial business combination, Centricus’ amended and restated articles of association provides that Centricus will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Centricus public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Centricus to pay its franchise and income taxes (less $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Centricus public shares, which redemption will completely extinguish Centricus public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) ; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Centricus’ remaining shareholders and Centricus’ board of directors, liquidate and dissolve, subject in

 

18

 

clauses (ii) and (iii) to Centricus’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — Risks Related to Centricus and the Proposed Transactions — We may not be able to complete the Proposed Transactions or any other business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and thereafter commence a voluntary liquidation, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless” and “Risk Factors — Risks Related to Centricus and the Proposed Transactions — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.” Holders of Centricus founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding Centricus warrants. Accordingly, the Centricus warrants will expire worthless.

Q:

When are the Proposed Transactions expected to be completed?

​

A:

It is currently anticipated that the Proposed Transactions will be consummated promptly following the extraordinary general meeting of shareholders, provided that all other conditions to the consummation of the Proposed Transactions have been satisfied or waived.

​

For a description of the conditions to the completion of the Proposed Transactions, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Q:

What do I need to do now?

​

A:

You are urged to carefully read and consider the information contained in this proxy statement/​prospectus, including the financial statements and annexes attached hereto, and to consider how the Proposed Transactions will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

​

Q:

How do I vote?

​

A:

If you were a holder of record of Centricus ordinary shares on July 26, 2021, the record date for the extraordinary general meeting of shareholders, you may vote remotely at the extraordinary general meeting of shareholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. The extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the extraordinary general meeting online, vote and submit your questions during the extraordinary general meeting by visiting https://​www.cstproxy.com/centricusacquisitioncorp/2021 and entering the control number on your proxy card. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting of shareholders and vote virtually, obtain a proxy from your broker, bank or nominee.

​

Q:

What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?

​

A:

At the extraordinary general meeting of shareholders, Centricus will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting. If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the extraordinary general meeting.

​

 

19

 

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A:

Signed and dated proxies received by Centricus without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

​

Q.

Do I need to attend the extraordinary general meeting of shareholders to vote my shares?

​

A.

No. You are invited to attend the extraordinary general meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the extraordinary general meeting of shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Centricus encourages you to vote as soon as possible after carefully reading this proxy statement/​prospectus.

​

Q.

If I am not going to attend the extraordinary general meeting of shareholders remotely, should I return my proxy card instead?

​

A.

Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

​

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A.

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the extraordinary general meeting of shareholders, and will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting. However, in no event will a broker non-vote that has the effect of voting against the Business Combination Proposal also have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the Proposed Transactions.

​

Q.

May I change my vote after I have mailed my signed proxy card?

​

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to Morrow Sodali LLC, at CENH.info@investor.morrowsodali.com prior to the vote at the extraordinary general meeting of shareholders, or attend the extraordinary general meeting and vote virtually. You also may revoke your proxy by sending a notice of revocation to Centricus at the address listed below, provided such revocation is received prior to the vote at the extraordinary general meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

​

Q.

What should I do if I receive more than one set of voting materials?

​

A.

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

​

Q.

What is the quorum requirement for the extraordinary general meeting of shareholders?

​

A.

A quorum will be present at the extraordinary general meeting of shareholders if a majority of the Centricus ordinary shares outstanding and entitled to vote at the meeting is represented remotely or by proxy. In the absence of a quorum, a majority of Centricus’ shareholders, present remotely or represented by proxy, and voting thereon will have the power to adjourn the extraordinary general meeting.

​

 

20

 

As of the record date for the extraordinary general meeting, 21,562,501 Centricus ordinary shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote remotely at the extraordinary general meeting of shareholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by shareholders present at the extraordinary general meeting or by proxy may authorize adjournment of the extraordinary general meeting to another date.

Q.

What happens to Centricus warrants I hold if I vote my Centricus ordinary shares against approval of the Business Combination Proposal and validly exercise my redemption rights?

​

A.

Properly exercising your redemption rights as a Centricus shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. If the Proposed Transactions are completed, all of your Centricus warrants will automatically convert into Pubco warrants to purchase Pubco ordinary shares as described in this proxy statement/prospectus. If the Proposed Transactions are not completed, you will continue to hold your Centricus warrants, and if Centricus does not otherwise consummate an initial business combination by February 8, 2023, or amend its amended and restated memorandum and articles of association to extend the date by which Centricus must consummate an initial business combination, Centricus will be required to dissolve and liquidate, and your Centricus warrants will expire worthless.

​

Q.

Who will solicit and pay the cost of soliciting proxies?

​

A.

Centricus will pay the cost of soliciting proxies for the extraordinary general meeting. Centricus has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the extraordinary general meeting. Centricus has agreed to pay Morrow Sodali LLC a fee of $37,500. Centricus will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Centricus also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Centricus ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Centricus ordinary shares and in obtaining voting instructions from those owners. Centricus’ directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q.

Who can help answer my questions?

​

A.

If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus, or the proxy cards you should contact Centricus’ proxy solicitor:

​

Morrow Sodali LLC
470 West Avenue
Stamford CT 06902
Individuals call toll-free: (800) 662-5200
Banks and brokers call: (203) 658-9400
Email: CENH.info@investor.morrowsodali.com

You may also contact Centricus at:

Centricus Acquisition Corp.
Boundary Hall, Cricket Square
PO Box 1093
Grand Cayman
KY1- 1102
Cayman Islands
Attention: Garth Ritchie

To obtain timely delivery, Centricus’ shareholders and Centricus warrant holders must request the materials no later than five business days prior to the extraordinary general meeting.

 

21

 

You may also obtain additional information about Centricus from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Centricus public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to Centricus’ transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the extraordinary general meeting of shareholders. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department

 

22

 

23

 

​

24

 

25

 

​

26

 

​

27

 

28

 

​

​

​

Assuming No Redemption

​

​

Assuming Maximum Redemption

​

​

Number of Shares(1)

​

​

% of Shares

​

​

Number of Shares(1)

​

​

% of Shares

​

Centricus’ existing public shareholders

​

​

​

​

34,500,000

​

​

​

​

​

25%

​

​

​

​

​

7,900,000

​

​

​

​

​

7%

​

​

Centricus Initial Shareholders

​

​

​

​

8,625,000

​

​

​

​

​

6%

​

​

​

​

​

8,625,000

​

​

​

​

​

8%

​

​

PIPE Investors(2)

​

​

​

​

7,100,000

​

​

​

​

​

5%

​

​

​

​

​

7,100,000

​

​

​

​

​

6%

​

​

Company Shareholders(3)

​

​

​

​

90,000,000

​

​

​

​

​

64%

​

​

​

​

​

90,000,000

​

​

​

​

​

79%

​

​

Total

​

​

​

​

140,225,000

​

​

​

​

​

​

​

​

​

​

​

113,625,000

​

​

​

​

​

​

​

​

​

29

 

30

 

31

 

32

 

​

33

 

​

34

 

​

35

 

​

36

 

​

37

 

Balance Sheet Data:

​

​

As of March 31, 2021

​

​

As of December 31, 2020

​

Total assets

​

​

​

$

346,970,871

​

​

​

​

$

216,584

​

​

Total liabilities

​

​

​

$

23,345,757

​

​

​

​

$

196,584

​

​

Value of ordinary shares subject to redemption

​

​

​

$

318,625,110

​

​

​

​

$

—

​

​

Total shareholders’ equity

​

​

​

$

5,000,004

​

​

​

​

$

20,000

​

​

Statement of Operations Data:

​

​

For the three months ended March 31, 2021

​

​

For the period from November 24, 2020 (inception) through December 31, 2020

​

Formation and operating costs

​

​

​

$

1,653,238

​

​

​

​

$

5,000

​

​

Net income (loss)

​

​

​

$

8,626,644

​

​

​

​

$

(5,000)

​

​

Weighted average shares outstanding — basic and diluted, Class A ordinary shares subject to possible redemption

​

​

​

​

30,930,993

​

​

​

​

​

7,500,000

​

​

Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption

​

​

​

$

(0.00)

​

​

​

​

$

(0.00)

​

​

38

 

Statement of Financial Position Data:

​

​

As of March 31, 2021 (unaudited)

​

​

As of September 30, 2020

​

Current assets

​

​

​

£

386,639

​

​

​

​

£

367,785

​

​

Total assets

​

​

​

£

15,899,556

​

​

​

​

£

7,206,277

​

​

Current liabilities

​

​

​

£

7,517,718

​

​

​

​

£

6,072,372

​

​

Total liabilities

​

​

​

£

19,518,991

​

​

​

​

£

6,485,730

​

​

Total equity

​

​

​

£

(3,619,435)

​

​

​

​

£

720,547

​

​

Statement of Comprehensive Income Data:

​

​

For the six months ended March 31, 2021 (unaudited)

​

​

For the six months ended March 31, 2020 (unaudited)

​

​

For the year ended September 30, 2020

​

​

For the nine months ended September 30, 2019

​

Revenue

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Operating (loss)/profit

​

​

​

£

(3,982,325)

​

​

​

​

£

(852,379)

​

​

​

​

£

(634,223)

​

​

​

​

£

284,301

​

​

(Loss)/profit before tax

​

​

​

£

(4,408,580)

​

​

​

​

£

(949,576)

​

​

​

​

£

(891,277)

​

​

​

​

£

615,501

​

​

(Loss)/profit for the period attributable to equity holders

​

​

​

£

(4,408,580)

​

​

​

​

£

(658,576)

​

​

​

​

£

(445,554)

​

​

​

​

£

814,728

​

​

39

 

40

 

Statement of Operations for the Six Months Ended March 31, 2021

​

​

Historical Arqit Limited

​

​

Historical Centricus Acquisition Corp.(1)

​

​

Pro forma Assuming no redemptions

​

​

Pro forma Assuming maximum redemptions

​

​

Continuing Operations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other operating income

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

​

Administrative expenses

​

​

​

​

(5,374,260)

​

​

​

​

​

(1,658,238)

​

​

​

​

​

(114,657,384)

​

​

​

​

​

(114,657,384)

​

​

​

​

​

Loss from operations

​

​

​

​

(5,374,260)

​

​

​

​

​

(1,658,238)

​

​

​

​

​

(114,657,384)

​

​

​

​

​

(114,657,384)

​

​

​

​

​

Finance income

​

​

​

​

—

​

​

​

​

​

10,279,882

​

​

​

​

​

10,279,882

​

​

​

​

​

10,279,882

​

​

​

​

​

Finance expense

​

​

​

​

(575,244)

​

​

​

​

​

—

​

​

​

​

​

(575,244)

​

​

​

​

​

(575,244)

​

​

​

​

​

Loss from operations before tax

​

​

​

​

(575,244)

​

​

​

​

​

10,279,882

​

​

​

​

​

(104,952,746)

​

​

​

​

​

(104,952,746)

​

​

​

​

​

Tax credit

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total loss from operations

​

​

​

$

(5,949,504)

​

​

​

​

$

8,621,644

​

​

​

​

$

(104,952,746)

​

​

​

​

$

(104,952,746)

​

​

​

​

​

Statement of Operations for the Year Ended September 30, 2020

​

​

Historical Arqit Limited

​

​

Historical Centricus Acquisition Corp.(1)

​

​

Pro Forma Assuming no redemptions

​

​

Pro Forma Assuming maximum redemptions

​

Continuing Operations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other operating income

​

​

​

$

1,963,275

​

​

​

​

$

—

​

​

​

​

$

1,963,275

​

​

​

​

$

1,963,275

​

​

Administrative expenses

​

​

​

​

(2,772,085)

​

​

​

​

​

(5,000)

​

​

​

​

​

(108,857,335)

​

​

​

​

​

(108,857,335)

​

​

Loss from operations

​

​

​

​

(808,810)

​

​

​

​

​

(5,000)

​

​

​

​

​

(106,894,060)

​

​

​

​

​

(106,894,060)

​

​

Finance income

​

​

​

​

64,889

​

​

​

​

​

—

​

​

​

​

​

10,340,139

​

​

​

​

​

10,340,139

​

​

Finance expense

​

​

​

​

(392,704)

​

​

​

​

​

—

​

​

​

​

​

(392,704)

​

​

​

​

​

(392,704)

​

​

Loss from operations before tax

​

​

​

​

(1,136,625)

​

​

​

​

​

(5,000)

​

​

​

​

​

(96,946,625)

​

​

​

​

​

(96,946,625)

​

​

Tax credit

​

​

​

​

568,420

​

​

​

​

​

—

​

​

​

​

​

568,420

​

​

​

​

​

568,420

​

​

Total loss from operations

​

​

​

$

(568,205)

​

​

​

​

$

(5,000)

​

​

​

​

$

(96,378,205)

​

​

​

​

$

(96,378,205)

​

​

Balance Sheet as of March 31, 2021

​

​

Historical Arqit Limited

​

​

Historical Centricus Acquisition Corp.

​

​

Pro forma Assuming no redemptions

​

​

Pro forma Assuming maximum redemptions

​

Total Current Assets

​

​

​

$

8,204,658

​

​

​

​

$

1,966,239

​

​

​

​

$

386,175,529

​

​

​

​

$

120,175,529

​

​

Total Assets

​

​

​

​

21,935,028

​

​

​

​

​

346,970,871

​

​

​

​

​

399,905,899

​

​

​

​

​

133,905,899

​

​

Total Current Liabilities

​

​

​

​

10,371,444

​

​

​

​

​

995,507

​

​

​

​

​

5,496,475

​

​

​

​

​

5,496,475

​

​

Total Liabilities

​

​

​

​

26,928,401

​

​

​

​

​

341,970,867

​

​

​

​

​

17,842,882

​

​

​

​

​

17,842,882

​

​

Total Shareholders’ Equity

​

​

​

​

(4,993,373)

​

​

​

​

​

5,000,004

​

​

​

​

​

382,063,017

​

​

​

​

​

116,063,017

​

​

41

 

RISK FACTORS

Centricus shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Unless the context otherwise requires, all references in this subsection to “Arqit” refer to Arqit Limited and its subsidiaries prior to the consummation of the business combination, which will be the business of Pubco and its subsidiaries following the consummation of the business combination.

Risks Related to Arqit’s Business and Operations Following the Proposed Transactions

Arqit is an early stage company with a history of losses and will be reliant upon a significant increase in sales and marketing activity in order to become profitable in the future.

Arqit has not yet begun to generate material revenues through the commercialization of its products. For the nine months ended September 30, 2019, Arqit generated an operating profit of only £284,301 and for the year ended September 30, 2020, it generated an operating loss of £634,223. Arqit intends to continue to invest and to increase investments in sales, marketing and product development, and believes that it will continue to incur operating and net losses until at least the time it is able to fully commercialize its products, which is targeted for 2022, but which may occur later than expected or not at all. Even if Arqit is able to finalize the development of its products and to sell them, there can be no assurance that they will be commercially successful. Arqit’s potential profitability is dependent upon the successful development and commercial introduction and acceptance of its products, which may not occur. Because Arqit will incur the costs and expenses of developing and commercializing its products before it receives any significant revenues with respect thereto, its losses in future periods may be significant. If Arqit is never able to achieve or sustain profitability, its results of operations could differ materially from its expectations and Arqit’s business, financial condition and results of operations could be materially adversely affected.

Arqit’s limited operating history makes it difficult to evaluate its business and future prospects and increases the risk of your investment.

Arqit began operations in 2017, has a limited operating history, and operates in the quantum encryption industry, which is rapidly evolving. As a result, there is limited information that investors can use in evaluating Arqit’s business, strategy, operating plan, results and prospects. Arqit intends to derive most of its revenues from the delivery of its quantum encryption key product, QuantumCloudTM, which is a newly developed technology. It is difficult to predict future revenues and appropriately budget for expenses, and Arqit has limited insight into trends that may emerge and affect its business. If the assumptions Arqit uses to plan and operate its business are incorrect or change, its results of operations could differ materially from its expectations and Arqit’s business, financial condition and results of operations could be materially adversely affected.

Arqit’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by its management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, its actual operating results may differ materially from those forecasted or projected.

The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared by Arqit’s management and reflects current estimates of future performance. This projected financial information is subject to significant uncertainty and is based on assumptions, analyses and internal estimates developed by its management, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Arqit’s actual operating results may differ materially from those forecasted or projected. Arqit is a pre-revenue company facing substantial business and operational risks, which makes forecasting future business results particularly difficult and has a significant level of execution risk inherent in the projections. In addition, the projections by their nature become less predictive with each successive year, and any assumptions and forecasts that are not realized in early periods could have a compounding effect on the forecasts shown for later periods, and any failure of an assumption or forecasts to be reflective of actual results in an early period could have a greater effect on the forecasted results failing to be reflective of actual events in later periods. For example, Arqit’s projections include assumptions relating to,

 

42

 

among other things, its ability to successfully deliver operational technology, which is still in development, the conversion of its backlog and pipeline estimates into revenue, the launch of its satellites in order to upgrade the delivery of its product and its lack of direct competitors, none of which can be assured. If any of these assumptions turns out to be inaccurate in any significant respect, actual results will differ, potentially materially, from the forecasted results set forth in the projections.

Arqit’s projections also assume a market and competitive landscape based on technology currently available, and the expected size and growth of the markets for which it operates or seeks to enter. However, new or disruptive technologies could significantly alter the market for Arqit’s products and services and the competition facing its business. Such markets may not develop or grow, or may develop and grow at a lower rate than expected, and even if these markets experience the forecasted growth, Arqit may not grow its business at similar rates, or at all. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to potential technical, economic, business, competitive, regulatory, legislative, and political or other changes.

As a result, there can be no assurance that the projections will be realized or that actual results will not be significantly different from Arqit’s projections. In the event that actual results differ from its projected financial information, Arqit’s business, financial condition and results of operations could be materially adversely affected.

Arqit has entered into several long term customer contracts, however those contracts are contingent upon the successful delivery of operational technology which is still in development.

Arqit has entered into long term customer contracts for the delivery of its products, however its ability to begin fulfillment of those contracts is contingent upon the successful delivery of operational technology, which is still under development. Arqit is still in the process of developing the software required to commercialize its product and to fulfill its existing customer contracts, and if there is a delay or unforeseen technical problems with the software development, the commercial launch of its products will be delayed. In addition, certain of its customer contracts are subject to the successful completion of pilot phases with those customers, which are due to begin in the second half of 2021, and there can be no assurance that such pilot phases can be completed quickly or successfully. The pilot phases of Arqit’s contracts may be prolonged if the testing results in adjustments to the commercial delivery of its technology, or may not be successfully completed if Arqit is unable to implement its technology to the satisfaction of its customers. If Arqit is unable to successfully deliver operational technology in order to fulfill its customer contracts, its business, financial condition and results of operations could be materially adversely affected and Arqit may never achieve or sustain profitability.

Arqit may not be able to convert its customer orders in backlog or pipeline into revenue.

As of April 30, 2021, Arqit’s backlog estimates consisted of approximately $130 million in customer contracts, and Arqit had an estimated $975 million in pipeline, consisting of customer contracts in various stages of negotiation and initial revenue indications from potential customers that have not been contractually committed. There is no assurance that its backlog will materialize in actual revenues, or that Arqit will be able to convert its pipeline into executed contracts that will generate revenues.

Arqit’s ability to convert its estimated backlog into revenue is dependent upon the successful delivery of operational technology to its customers, and assumes that its customers will not cancel or amend the terms of their contracts. In addition, some contracts comprising the backlog are for services scheduled many years in the future, and the economic viability of customers with whom Arqit has contracted is not guaranteed over time. As a result, the contracts comprising its backlog may not result in actual revenue in any particular period, or at all, and the actual revenue from such contracts may differ from its backlog estimates.

The conversion of its pipeline into executed, revenue-generating contracts depends upon a number of factors including the continued interest in potential customers in its products and the successful negotiation of contracts with those customers. If Arqit is able to successfully enter into contracts with potential customers, the realization of estimated revenues from those contracts remains subject to its ability to successfully deliver operational technology to those customers.

 

43

 

If Arqit fails to convert its customer orders in backlog or pipeline into revenue, Arqit’s business, financial condition and results of operations could be materially adversely affected and Arqit may never achieve or sustain profitability.

Arqit’s satellite construction and launch plan could experience delays, or its satellite technology could face unforeseen technical problems, which may result in the delay or failure in its ability to upgrade its product from terrestrial delivery to satellite delivery.

Arqit intends to launch its first satellite in 2023. Prior to launching its satellites, Arqit’s quantum encryption platform, QuantumCloud™, will use machines to generate a terrestrial simulation of the quantum satellite technology. There are some differences in the level of security provided by QuantumCloud™ when using the terrestrial simulation compared to delivery by satellite, and Arqit therefore expects that the satellites it is building will generate an improvement in the attractiveness of its products to customers.

There is a risk that the construction and launch of its satellites may experience delays or face unforeseen technical problems, some of which may be beyond its control. In addition, Arqit must select a location for and build a mission control center for the command and control of its satellites and global data center network. Arqit will rely on third parties for the supply of equipment, satellite components and services. Any failure of these suppliers or others to perform could require Arqit to seek alternative suppliers or to expand its production capabilities, which could incur additional costs and have a negative impact on its cost or supply of components. In addition, production or logistics in supply or production areas or transit to final destinations can be disrupted for a variety of reasons including, but not limited to, natural and man-made disasters, information technology system failures, commercial disputes, military actions, economic, business, labor, environmental, public health or political issues or international trade disputes. If any of Arqit’s suppliers or service providers terminate their relationships, fail to provide equipment or services on a timely basis, or fail to meet performance expectations, Arqit may face difficulties launching its satellites on time or at all, which could in turn negatively affect its financial results and reputation. If Arqit is unable to launch its satellites and upgrade delivery of its products from terrestrial delivery to satellite delivery, its customers may terminate their contracts, renegotiate their contracts on terms less favorable to Arqit, or reduce the volume of its products they purchase, and its products may be less attractive to new customers. If Arqit fails to upgrade its platform from terrestrial delivery to satellite delivery, or the upgrade of delivery is delayed, its business, financial condition and results of operations could be materially adversely affected.

The market adoption of Arqit’s product is not fully proven, is evolving and may develop more slowly than or differently from Arqit’s expectations. Its future success depends on the growth and expansion of these markets and its ability to adapt and respond effectively to evolving markets.

The market adoption of Arqit’s product is relatively new, rapidly evolving, and not fully proven. Accordingly, it is difficult to predict customer adoption and renewals and demand for its products and services, the entry of competitive products, the success of existing competitive products, or the future growth rate, expansion, longevity, and the size of the market for its products. The expansion of and its ability to penetrate these new and evolving markets depends on a number of factors, including: the cost, performance, and perceived value associated with its products, and the extent to which its products improve security and are easy to use for its customers. If Arqit experiences security incidents or disruptions in delivery or service, the market for its products may be negatively affected. If its products do not continue to achieve market acceptance, or there is a reduction in demand caused by decreased customer acceptance, technological challenges, weakening economic conditions, privacy, data protection and data security concerns, governmental regulation, competing technologies and products, or decreases in information technology spending or otherwise, the market for its products may not continue to develop or may develop more slowly than Arqit expects, which could adversely affect its business, financial condition, and results of operations.

Arqit is reliant upon the lease of data center capacity and access to fiber optic infrastructure from third parties in order to commercialize its product.

Arqit leases its data centers and obtains access to fiber optic infrastructure from third parties and will be reliant on the continued operation of these data centers and infrastructure to commercialize its product. While Arqit has electronic access to the components and infrastructure of its cloud platforms that are hosted by

 

44

 

third parties, Arqit does not control the operation of these facilities. Consequently, Arqit may be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of its direct control. The data centers or the fiber optic infrastructure Arqit uses to deliver its products may be vulnerable to damage or interruption from a variety of sources, including earthquakes, floods, fires, power loss, system failures, computer viruses, physical or electronic break-ins, human error or interference (including by disgruntled employees, former employees or contractors), and other catastrophic events. Its data centers or the fiber optic infrastructure Arqit uses may also be subject to local administrative actions, changes to legal or permitting requirements and litigation to stop, limit or delay operations. Despite precautions taken at these facilities, such as disaster recovery, business continuity arrangements, and diversity of supply in the Arqit network, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in interruptions or degredations in its services, impede its ability to scale its operations or have other adverse impacts upon its business. In addition, if Arqit does not accurately plan for its infrastructure capacity requirements and Arqit experiences significant strains on its data center capacity, Arqit may experience delays and additional expenses in arranging new data centers, and its customers could experience performance degradation or service outages that may subject it to financial liabilities, result in customer losses and materially harm its business. If Arqit is unable to efficiently and cost-effectively fix such errors at the data centers or fiber optic infrastructure or other problems that may be identified, this could damage its reputation and negatively impact its relationship with its customers. If Arqit is unable to successfully maintain and manage the data centers and the fiber optic infrastructure that Arqit uses, Arqit’s business, financial condition and results of operations could be materially adversely affected.

Prior to launch of its satellites, Arqit intends to procure launch insurance and once its satellites are operational, Arqit must renew its in-orbit insurance on an annual basis. If its satellites experience technical problems or there are adverse changes in the insurance market, Arqit may not be able to obtain launch or in-orbit insurance, or such insurance may not fully cover any potential losses.

Arqit intends to obtain launch insurance prior to launch of its satellites, and in-orbit insurance for its satellites once they are operational and, once obtained, Arqit will need to renew in-orbit insurance on an annual basis. Arqit expects any launch and in-orbit insurance policies that Arqit obtains to have specified exclusions, deductibles and material change limitations. Typically, these insurance policies exclude coverage for specified exclusions and material change limitations customary in the industry. These exclusions may relate to, among other things, losses resulting from in-orbit collisions, acts of war, insurrection, terrorism or military action, government confiscation, strikes, riots, civil commotions, labor disturbances, sabotage, unauthorized use of the satellites and nuclear or radioactive contamination, as well as claims directly or indirectly occasioned as a result of noise, pollution, electrical and electromagnetic interference or interference with the use of property. Therefore, there is a risk that its satellites will experience technical problems and that its launch or in-orbit insurance will not fully cover the losses.

If its in-orbit insurance rates were to rise substantially, the costs associated with maintaining its satellites would increase. In addition, in light of increasing costs, the scope of insurance exclusions and limitations on the nature of the losses for which Arqit can obtain insurance, or other business reasons, Arqit may conclude that it does not make commercial sense to obtain third-party insurance and may decide to pursue other strategies for mitigating the risk of a satellite failure. It is also possible that insurance could become unavailable, either generally or for a specific satellite, or that new insurance could be subject to broader exclusions on coverage, in which event Arqit would bear greater risk. If Arqit is unable to obtain launch or in-orbit insurance, or its launch or in-orbit insurance does fully cover potential losses, Arqit’s business, financial condition and results of operations could be materially adversely affected.

Satellites have a limited life and may fail prematurely, or may experience operational problems, which could have a negative effect on its ability to provide the quality of service that Arqit committed to deliver to its customers.

Arqit may experience in-orbit malfunctions of its satellites once launched, which could adversely affect the reliability of its service or result in total failure of its satellites. In-orbit failure of a satellite may result from various causes, including component failure, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation, wind and flares, and space debris. Other factors that could affect the useful lives of its satellites include the quality of construction, gradual degradation

 

45

 

of solar panels and the durability of components. Radiation-induced failure of satellite components may result in damage to or loss of a satellite before the end of its expected life. If one of its satellites fails prematurely or experiences operational problems, Arqit’s business, financial condition and results of operations could be materially adversely affected.

Although Arqit is developing an annual recurring revenue model, several of its early contracts have been project-based with uneven milestone payment profiles, which extend for several years. As a result, Arqit expects its early results of operations to fluctuate on a quarterly and annual basis.

As its business matures, Arqit intends to develop an annual recurring revenue model. However, several of its early contracts have been projects based with uneven milestone payment profiles, which extend for several years, and as a result its quarterly results of operations have fluctuated and may vary significantly in the future. As such, historical comparisons of its operating results may not be relevant, meaningful or indicative of future results. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Its quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of its business. Factors that may cause these quarterly fluctuations include, without limitation:

•

the timing and size of its customer contracts in any quarter;

​

•

pricing changes that Arqit may adopt to drive market adoption or in response to competitive pressure;

​

•

its ability to retain its existing customers and attract new customers;

​

•

its ability to develop and bring to market in a timely manner products that meet customer requirements;

​

•

fluctuations in demand pressures for its products;

​

•

the timing and rate of broader market adoption of its products and technology;

​

•

the ability of its customers to commercialize systems that incorporate its products;

​

•

any change in the competitive dynamics of its markets, including regulatory developments and new market entrants;

​

•

adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and

​

•

general economic, industry and market conditions, including trade disputes.

​

These fluctuations could adversely affect its ability to meet its expectations or those of securities analysts, ratings agencies or investors. If Arqit does not meet these expectations for any period, the value of its business could decline significantly.

The complexity of Arqit’s products could result in unforeseen delays or expenses from undetected defects, errors or reliability issues in software, which could reduce the market adoption of its new products, damage its reputation with current or prospective customers and expose it to product liability and other claims and adversely affect its operating costs.

Arqit’s products are highly technical and complex and require high standards to implement and may experience defects, errors or reliability issues at various stages of development and commercial implementation. Arqit may be unable to timely correct problems that have arisen or correct such problems to its customers’ satisfaction. Additionally, undetected errors, defects or security vulnerabilities could result in litigation against Arqit, negative publicity and other consequences. Some errors or defects in its products may only be discovered after they have been tested, commercialized and deployed by customers. If that is the case, Arqit may incur significant additional development costs with respect to its products. These problems may also result in claims, including class actions, against Arqit by its customers or others. Its reputation or brand may be damaged as a result of these problems, customers may be reluctant to buy its products, and Arqit’s business, financial condition and results of operations could be materially adversely affected.

 

46

 

Arqit may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its products or technology. Its efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.

The success of its products and business depend in part on its ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products. As of the date of this proxy statement/prospectus, Arqit has 1,435 claims on 21 pending or allowed patents in the UK. Arqit relies on a combination of patent, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect its proprietary rights, all of which provide only limited protection.

Arqit cannot assure you that any patents will be issued with respect to its currently pending patent applications or that any trademarks will be registered with respect to its currently pending applications in a manner that provides adequate defensive protection or competitive advantages, if at all, or that any patents issued to Arqit or any trademarks registered by it will not be challenged, invalidated or circumvented. Arqit may file for patents and trademarks in the U.S., U.K. and in certain international jurisdictions, but such protections may not be available in all countries in which it operates or in which Arqit seeks to enforce its intellectual property rights, or may be difficult to enforce in practice. For example, the legal environment relating to intellectual property protection in certain emerging market countries where Arqit may operate in the future is relatively weaker, often making it difficult to create and enforce such rights. Its currently-registered intellectual property and any intellectual property that may be issued or registered, as applicable, in the future with respect to pending or future applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. Arqit cannot be certain that the steps Arqit has taken will prevent unauthorized use of its technology or the reverse engineering of its technology. Moreover, others may independently develop technologies that are competitive to or infringe its intellectual property.

Protecting against the unauthorized use of its intellectual property, products and other proprietary rights is expensive and difficult, particularly internationally. Arqit believes that its intellectual property is foundational in the area of encryption technology and intends to enforce the intellectual property portfolio that Arqit has built. Unauthorized parties may attempt to copy or reverse engineer its technology or certain aspects of its products that it considers proprietary. Litigation may be necessary in the future to enforce or defend its intellectual property rights, to prevent unauthorized parties from copying or reverse engineering its products or technology to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the U.S., U.K. or other jurisdictions in which Arqit seeks to protect its intellectual property rights.

Any such litigation, whether initiated by Arqit or a third party, could result in substantial costs and diversion of management resources, either of which could adversely affect its business, operating results and financial condition. Even if Arqit obtains favorable outcomes in litigation, Arqit may not be able to obtain adequate remedies, especially in the context of unauthorized parties copying or reverse engineering its products or technology.

Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which its products are available and competitors based in other countries may sell infringing products in one or more markets. Failure to adequately protect its intellectual property rights could result in its competitors offering similar products, potentially resulting in the loss of some of its competitive advantage, and Arqit’s business, financial condition and results of operations could be materially adversely affected.

Third-party claims that Arqit is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming litigation or expensive licenses, and its business could be adversely affected.

Participants in Arqit’s industry typically protect their technology, especially embedded software, through copyrights and trade secrets in addition to patents. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Arqit may in the future receive inquiries from other intellectual property holders and may become subject to claims that it infringes their intellectual property rights, particularly as Arqit expands its presence in the market, expands to new use cases and faces increasing competition. In addition, parties may claim that the names and branding of Arqit’s

 

47

 

products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Arqit may have to change the names and branding of its products in the affected territories and could incur other costs.

Arqit may in the future need to initiate infringement claims or litigation in order to try to protect its intellectual property rights. In addition to litigation where Arqit is a plaintiff, its defense of intellectual property rights claims brought against it or its customers or suppliers, with or without merit, could be time-consuming, expensive to litigate or settle, could divert management resources and attention and could force Arqit to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires Arqit to pay substantial damages or obtain an injunction and Arqit may also lose the opportunity to license its technology to others or to collect royalty payments. An adverse determination could also invalidate or narrow Arqit’s intellectual property rights and adversely affect its ability to offer its products to its customers and may require that Arqit procure or develop substitute products that do not infringe, which could require significant effort and expense. If any of these events were to materialize, Arqit’s business, financial condition and results of operations could be materially adversely affected.

Certain of Arqit’s products contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict its ability to sell its products or expose Arqit to other risks.

Arqit’s products contain software modules licensed to it by third-party authors under “open source” licenses. From time to time, there have been claims against companies that distribute or use open source software in their products and services, asserting that open source software infringes the claimants’ IP rights. Arqit could be subject to suits by parties claiming infringement of IP rights in what Arqit believes to be licensed open source software. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as, for example, open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Some open source licenses contain requirements that Arqit makes available source code for modifications or derivative works Arqit creates based upon the type of open source software Arqit uses. If Arqit combines its proprietary software with open source software in a certain manner, Arqit could, under certain open source licenses, be required to release the source code of its proprietary software to the public. This would allow its competitors to create similar products with lower development effort and time and ultimately could result in a loss of product sales for Arqit.

Although Arqit monitors its use of open source software to avoid subjecting its products to conditions Arqit does not intend, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that, for example, could impose unanticipated conditions or restrictions on its ability to commercialize its products. In this event, Arqit could be required to seek licenses from third parties to continue offering its products, to make its proprietary code generally available in source code form, to re-engineer its products or to discontinue the sale of its products if re-engineering could not be accomplished on a timely basis, and Arqit’s business, financial condition and results of operations could be materially adversely affected.

Arqit’s intellectual property applications, including patent applications, may not be approved or granted or may take longer than expected to be approved, which may have a material adverse effect on its ability to prevent others from commercially exploiting products similar to its.

Arqit cannot be certain that it is the first inventor of the subject matter to which it has filed a particular patent application or if it is the first party to file such a patent application. The process of securing definitive patent protection can take five or more years. If another party has filed a patent application to the same subject matter as Arqit has, Arqit may not be entitled to some or all of the protection sought by the patent application. Arqit also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent or the timing of any approval or grant of a patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, Arqit cannot be certain that the patent applications that Arqit files will issue, or that its issued patents will afford protection

 

48

 

against competitors with similar technology. In addition, if its competitors may design around its registered or issued intellectual property, Arqit’s business, financial condition and results of operations could be materially adversely affected.

In addition to patented technology, Arqit relies on unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

Arqit relies on proprietary information (such as trade secrets, designs, experiences, work flows, data, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that Arqit believes is best protected by means that do not require public disclosure. Arqit generally seeks to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, customers, contractors and third parties. However, Arqit may fail to enter into the necessary agreements, and even if entered into, such agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as to their term and may not provide adequate remedies in the event of unauthorized disclosure or use of proprietary information. Arqit has limited control over the protection of trade secrets used by its current or future manufacturing counterparties and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, its proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that Arqit’s employees, consultants, customers, contractors, advisors and other third parties use intellectual property owned by others in their work for it, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of its proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding trade secret rights in certain markets where Arqit operate may afford little or no protection to its trade secrets.

Arqit also relies on physical and electronic security measures to protect its proprietary information, but cannot provide assurance that these security measures will not be breached or provide adequate protection for its property. There is a risk that third parties may obtain and improperly utilize its proprietary information to its competitive disadvantage. Arqit may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual property rights, and Arqit’s business, financial condition and results of operations could be materially adversely affected.

Arqit currently has and targets many customers that are large corporations with substantial negotiating power, exacting product and quality standards and potentially competitive internal solutions.

Many of Arqit’s existing and potential customers are large, multinational corporations with substantial negotiating power relative to it and, in some instances, may have internal solutions that may be competitive to its products. Many of these large, multinational corporations that are existing or potential customers also have significant development resources, which may allow them to acquire or develop independently, or in partnership with others, competitive technologies. Meeting the technical requirements of these companies will require a substantial investment of Arqit’s time and resources. If Arqit is unable to sell its products to these customers or is unable to enter into agreements with these customers on satisfactory terms, Arqit’s business, financial condition and results of operations could be materially adversely affected.

Arqit currently has a small number of customers, and its business could be materially and adversely affected if Arqit loses and is unable to replace any of those customers or if they are unable to pay their invoices.

Arqit is in the early stages of commercializing its business, and has a small number of customers. The loss of business from any of Arqit’s major customers (whether by lower overall demand for its products, cancellation of existing contracts or the failure to adopt its products or to award it new business) could have a material adverse effect on its business.

There is also a risk that one or more of Arqit’s major customers could be unable to pay its invoices as they become due or that a customer will simply refuse to make such payments if it experiences financial difficulties. If a major customer were to enter into bankruptcy proceedings or similar proceedings whereby contractual

 

49

 

commitments are subject to stay of execution and the possibility of legal or other modification, Arqit could be forced to record a substantial loss.

The markets in which Arqit competes are characterized by rapid technological change, and competing product innovations could adversely affect market adoption of its products.

While Arqit has invested substantial resources in technological development, and believes that its product is a unique innovation, continuing technological changes in quantum technology and changes in the markets for its products could adversely affect adoption of its products, either generally or for particular applications. Arqit’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its product offerings, as well as to introduce a variety of new product offerings, to address the changing needs of the markets in which Arqit offers its products. Delays in delivering new products that meet customer requirements could damage its relationships with customers and lead them to seek alternative sources of supply. Delays in introducing products and innovations, the failure to choose correctly among technical alternatives or the failure to offer innovative products or configurations at competitive prices may cause existing and potential customers to purchase its competitors’ products or turn to alternative technology.

If Arqit is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or system configurations that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products could lose market share, its revenue could decline, and Arqit’s business, financial condition and results of operations could be materially adversely affected.

Arqit’s business depends substantially on the efforts of its executive officers and highly skilled personnel. Arqit needs to attract and retain a large number of skilled, specialized and dedicated employees in different jurisdictions in order to grow and manage its business, and if Arqit loses the services of existing key employees or fail to achieve its recruitment goals, its operations may be disrupted.

Competition for highly-skilled personnel is often intense and Arqit may incur significant costs to attract and retain highly-skilled personnel. Arqit may not be successful in attracting, integrating, or retaining qualified personnel to fulfill its current or future needs. As its business grows, Arqit will need to recruit a large number of skilled employees in different jurisdictions in which it operates and expects to expand into in the future. Experienced and highly skilled employees are in high demand, competition for these employees can be intense and Arqit’s ability to hire, attract and retain them depends on its ability to provide competitive compensation. Arqit will also need to expend significant time and expense to train the employees that it hires and it may struggle to retain employees, and its competitors may actively seek to hire skilled personnel away from it. If Arqit fails to attract new personnel or to retain and motivate its current personnel, its business and future growth prospects could be adversely affected.

Failure to comply with governmental trade controls, including export and import control laws and regulations, sanctions, and related regimes could subject Arqit to liability or loss of contracting privileges, limit its ability to compete in certain markets or harm its reputation with the governments.

Arqit’s products are subject to export controls in the U.S., U.K. and other jurisdictions, and Arqit incorporates encryption technology into its product offerings. Some of the underlying technology in Arqit’s products may be exported outside of these countries only with the required export authorizations, which may require a license, a license exception, or other appropriate government authorizations, including the filing of an encryption classification request or self-classification report.

Furthermore, its activities are subject to the economic sanctions, laws and regulations of the U.S. and other jurisdictions. Such controls prohibit the shipment or transfer of certain products and services without the required export authorizations or export to countries, governments, and persons targeted by applicable sanctions. Arqit takes precautions to prevent its offerings from being exported in violation of these laws, including: (i) seeking to proactively classify its platforms and obtain authorizations for the export and/or import of its platforms where appropriate, (ii) implementing certain technical controls and screening practices to reduce the risk of violations, and (iii) requiring compliance with U.S. export control and sanctions obligations in customer and vendor contracts. However, Arqit cannot guarantee the precautions it takes will prevent violations of export control and sanctions laws.

 

50

 

As discussed above, if Arqit misclassifies a product or service, export or provides access to a product or service in violation of applicable restrictions, or otherwise fails to comply with export regulations, Arqit may be denied export privileges or subjected to significant per violation fines or other penalties, and its platforms may be denied entry into other countries. Any decreased use of its platforms or limitation on its ability to export or sell its platforms would likely adversely affect its business, results of operations and financial condition. Violations of sanctions or export control laws can result in fines or penalties, including both civil and criminal penalties.

Arqit also notes that if it or its business partners or counterparties, including licensors and licensees, prime contractors, subcontractors, sublicensors, vendors, customers, or contractors, fail to obtain appropriate import, export, or re-export licenses or permits, notwithstanding regulatory requirements or contractual commitments to do so, or if Arqit fails to secure such contractual commitments where necessary, Arqit may also face reputational harm as well as other negative consequences, including government investigations and penalties.

Negative consequences for violations or apparent violations of trade control requirements may include the absolute loss of the right to sell Arqit’s platforms or services to the government of the U.S., or to other public bodies, or a reduction in its ability to compete for such sales opportunities. Further, complying with export control and sanctions regulations for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.

Other countries in addition to the U.S. and U.K. also regulate the import and export of certain encryption and other technology, including import and export licensing requirements, and have enacted laws that could limit Arqit’s ability to distribute its products or could limit its end-customers’ ability to implement its products in those countries. Changes in Arqit’s products or future changes in export and import regulations may create delays in the introduction of its platform in international markets, prevent its end-customers with international operations from deploying its platform globally or, in some cases, prevent the export or import of its products to certain countries, governments, or persons altogether. From time to time, various governmental agencies have proposed additional regulation of encryption technology. Any change in export or import regulations, economic sanctions or related legislation, increased export and import controls, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of Arqit’s platform by, or in its decreased ability to export or sell its products to, existing or potential end-customers with international operations. If there is any limitation on its ability to export or sell its products, Arqit’s business, financial condition and results of operations could be materially adversely affected.

Arqit’s business is subject to government regulation, which mandates how Arqit may operate its business and may increase the cost of providing services and expanding into new markets.

Arqit’s ownership and operation of satellites (including the procurement of space licenses in respect of the launch of the satellites and obtaining and maintaining spectrum and orbital resources) and the sale of services from such system are subject to significant regulation in the U.S., U.K. and other jurisdictions. These rules and regulations may change, and such authorities may adopt regulations that limit or restrict its operations as presently conducted or currently contemplated. Such authorities may also make changes in the licenses of Arqit’s partners or competitors that affect their spectrum, and may significantly affect its business. Further, because regulations in each country are different, Arqit may not be aware if some of its partners or persons with whom Arqit does business do not hold the requisite licenses and approvals. Failure to provide services in accordance with the terms of its licenses or to operate its satellites or ground stations as required by its licenses and applicable laws and government regulations could result in the imposition of government sanctions and/or monetary fines, including the suspension or cancellation of its licenses, and Arqit’s business, financial condition and results of operations could be materially adversely affected.

Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the jurisdictions in which Arqit operates may adversely impact its business, and such legal requirements are evolving and may require improvements in, or changes to, its policies and operations.

Arqit’s current and potential future operations and sales are subject to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and protection of a variety of types of data. The primary data privacy laws applicable to Arqit include U.K. General Data Protection Regulation (“GDPR”)

 

51

 

and the U.K. Data Protection Act of 2018. These regimes may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact its operations and the development of its business. Arqit’s products collect, store and process certain information and its products may evolve to collect additional information. Therefore, the full impact of these privacy regimes on its business is rapidly evolving across jurisdictions and remains uncertain at this time.

Arqit may also be affected by cyber-attacks and other means of gaining unauthorized access to its products, systems, and data. For instance, cyber criminals or insiders may target it or third parties with which Arqit has business relationships to obtain data, or in a manner that disrupts its operations or compromises its products or the systems into which its products are integrated.

Arqit continually assesses the evolving privacy and data security regimes and implements measures that Arqit believes are appropriate in response. Since these data security regimes are evolving, uncertain and complex, especially for a global business like Arqit’s, it may need to update or enhance its compliance measures as its products, markets and customer demands further develop, and these updates or enhancements may require implementation costs. In addition, Arqit may not be able to monitor and react to all developments in a timely manner and the compliance measures that Arqit adopts may prove ineffective. Any failure, or perceived failure, to comply with current and future regulatory or customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate security breaches, cyber-attacks, or improper access to, use of, or disclosure of data, or any security issues or cyber-attacks affecting Arqit, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on Arqit’s reputation and brand, loss of proprietary information and data, disruption to its business and relationships, and diminished ability to retain or attract customers and business partners. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause customers and business partners to lose trust in Arqit, and its business, financial condition and results of operations could be materially adversely affected.

It may be difficult to enforce judgments obtained against Arqit or its directors and officers in U.S. courts, to effect service of process on it or its directors or officers, and to recover in civil proceedings in the U.K. or elsewhere for U.S. securities law violations.

The majority of Arqit’s directors and executive officers reside outside of the U.S., and most of its assets and most of the assets of these persons are located outside of the U.S.. Therefore, a judgment obtained against Arqit, or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the U.S. and may not be enforced by courts in other jurisdictions. It may also be difficult for its shareholders to effect service of process on these persons in the U.S. or to assert U.S. securities law claims in original actions instituted in the U.K. or elsewhere. U.K. courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that U.K. is not the most appropriate forum in which to bring such a claim. In addition, even if a U.K. court agrees to hear a claim, it may determine that U.K. law, instead of U.S. law, is applicable to the claim. As a result of potential difficulties associated with enforcing a judgment against Arqit, its shareholders may not be able to collect any damages awarded by either a U.S. or foreign court.

Fluctuations in currency exchange rates may adversely affect Arqit’s business and result of operations.

Arqit’s functional currency is GBP and its reporting currency is U.S. dollars. Accordingly, fluctuations in the value of GBP relative to the U.S. dollar could affect its results of operations due to translational remeasurements. As its international operations expand, an increasing portion of its revenue and operating expenses will be denominated in non-GBP currencies. Accordingly, Arqit’s revenue and operating expenses will become increasingly subject to fluctuations due to changes in foreign currency exchange rates. If Arqit is not able to successfully hedge against the risks associated with currency fluctuations, Arqit’s business, financial condition and results of operations could be materially adversely affected.

Interruption or failure of Arqit’s information technology and communications systems could impact its ability to effectively provide its products and services.

The availability and effectiveness of Arqit’s services depend on the continued operation of information technology and communications systems. Its systems will be vulnerable to damage or interruption from,

 

52

 

among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm its systems. Arqit utilizes reputable third-party service providers or vendors for all of its IT and communications sytems, and these providers could also be vulnerable to harms similar to those that could damage its systems, including sabotage and intentional acts of vandalism causing potential disruptions. Some of its systems will not be fully redundant, and its disaster recovery planning cannot account for all eventualities. Any problems with its third-party cloud hosting providers could result in lengthy interruptions in its business. In addition, Arqit’s services and functionality are highly technical and complex technology which may contain errors or vulnerabilities that could result in interruptions in its business or the failure of its systems.

Arqit’s management team has limited experience managing and operating a U.S. public company.

Most of the members of Arqit’s management team have limited experience managing and operating a U.S. publicly traded company, interacting with U.S. public company investors, and complying with the increasingly complex laws pertaining to U.S. public companies. Its transition to being a U.S. public company subjects Arqit to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from its senior management and could divert their attention away from the day-to-day management of its business. Arqit may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of U.S. public companies. The development and implementation of the standards and controls necessary for Pubco to achieve the level of accounting standards required of a public company may require costs greater than expected. To support its operations as a U.S. public company, Arqit plans to hire additional employees, which will increase its operating costs in future periods. Should any of these factors materialize, Arqit’s business, financial condition and results of operations could be adversely affected.

If any of Arqit’s third parties’ systems, its customers’ cloud or on-premises environments, or its internal systems are breached or if unauthorized access to customer or third-party data is otherwise obtained, public perception of its business may be harmed, and Arqit may lose business and incur losses or liabilities.

Arqit’s success depends in part on its ability to provide effective data security protection in connection with its platforms and services, and Arqit relies on information technology networks and systems to securely store, transmit, index, and otherwise process electronic information. Because its platforms and services are used by its customers to encrypt large data sets that often contain proprietary, confidential, and/or sensitive information (including in some instances personal or identifying information and personal health information), its software is perceived as an attractive target for attacks by computer hackers or others seeking unauthorized access, and its software faces threats of unintended exposure, exfiltration, alteration, deletion, or loss of data. Additionally, because many of Arqit’s customers use its platforms to store, transmit, and otherwise process proprietary, confidential, or sensitive information, and complete mission critical tasks, they have a lower risk tolerance for security vulnerabilities in its platforms and services than for vulnerabilities in other, less critical, software products and services.

Arqit, and the third-party vendors upon which Arqit relies, have experienced, and may in the future experience, cybersecurity threats, including threats or attempts to disrupt its information technology infrastructure and unauthorized attempts to gain access to sensitive or confidential information. Its and its third-party vendors’ technology systems may be damaged or compromised by malicious events, such as cyberattacks (including computer viruses, malicious and destructive code, phishing attacks, and denial of service attacks), physical or electronic security breaches, natural disasters, fire, power loss, telecommunications failures, personnel misconduct, and human error. Such attacks or security breaches may be perpetrated by internal bad actors, such as employees or contractors, or by third parties (including traditional computer hackers, persons involved with organized crime, or foreign state or foreign state-supported actors). Cybersecurity threats can employ a wide variety of methods and techniques, which may include the use of social engineering techniques, are constantly evolving, and have become increasingly complex and sophisticated; all of which increase the difficulty of detecting and successfully defending against them. Furthermore, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched against a target, Arqit and its

 

53

 

third-party vendors may be unable to anticipate these techniques or implement adequate preventative measures. Although prior cyberattacks directed at Arqit have not had a material impact on its financial results, and Arqit is continuing to bolster its threat detection and mitigation processes and procedures, Arqit cannot guarantee that future cyberattacks, if successful, will not have a material impact on its business or financial results. While Arqit has security measures in place to protect its information and its customers’ information and to prevent data loss and other security breaches, there can be no assurance that Arqit will be able to anticipate or prevent security breaches or unauthorized access of its information technology systems or the information technology systems of the third-party vendors upon which Arqit relies. Despite its implementation of network security measures and internal information security policies, data stored on personnel computer systems is also vulnerable to similar security breaches, unauthorized tampering or human error.

Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of data, including personal data. In addition, most of Arqit’s customers contractually require Arqit to notify them of data security breaches. If an actual or perceived breach of security measures, unauthorized access to its system or the systems of the third-party vendors that Arqit rely upon, or any other cybersecurity threat occurs, Arqit may face direct or indirect liability, costs, or damages, contract termination, its reputation in the industry and with current and potential customers may be compromised, its ability to attract new customers could be negatively affected, and its business, financial condition, and results of operations could be materially and adversely affected.

Further, unauthorized access to Arqit’s or its third-party vendors’ information technology systems or data or other security breaches could result in the loss of information; significant remediation costs; litigation, disputes, regulatory action, or investigations that could result in damages, material fines, and penalties; indemnity obligations; interruptions in the operation of its business, including its ability to provide new product features, new platforms, or services to its customers; damage to its operation technology networks and information technology systems; and other liabilities. Moreover, its remediation efforts may not be successful. Any or all of these issues, or the perception that any of them have occurred, could negatively affect Arqit’s ability to attract new customers, cause existing customers to terminate or not renew their agreements, hinder Arqit’s ability to obtain and maintain required or desirable cybersecurity certifications, and result in reputational damage, any of which could materially adversely affect its results of operations, financial condition, and future prospects. There can be no assurance that any limitations of liability provisions in Arqit’s license arrangements with customers or in its agreements with vendors, partners, or others would be enforceable, applicable, or adequate or would otherwise protect it from any such liabilities or damages with respect to any particular claim.

Arqit maintains cybersecurity insurance and other types of insurance, subject to applicable deductibles and policy limits, but its insurance may not be sufficient to cover all costs associated with a potential data security incident. Arqit also cannot be sure that its existing general liability insurance coverage and coverage for cyber liability or errors or omissions will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against Arqit that exceed available insurance coverage, or the occurrence of changes in its insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could result in its business, financial condition and results of operations being materially adversely affected.

If Arqit’s network and products do not interoperate with its customers’ internal networks and infrastructure or with third-party products, websites, or services, its network may become less competitive and its results of operations may be harmed.

Arqit’s network and products must interoperate with its customers’ existing internal networks and infrastructure. These complex internal systems are developed, delivered, and maintained by the customer and a myriad of vendors and service providers. As a result, the components of its customers’ infrastructure have different specifications, rapidly evolve, utilize multiple protocol standards, include multiple versions and generations of products, and may be highly customized. Arqit must be able to interoperate and provide products to customers with highly complex and customized internal networks, which requires careful planning and execution between its customers, its customer support teams and, in some cases, its channel partners.

 

54

 

Further, when new or updated elements of its customers’ infrastructure or new industry standards or protocols are introduced, Arqit may have to update or enhance its network to allow it to continue to provide its products to customers.

Arqit may not deliver or maintain interoperability quickly or cost-effectively, or at all. These efforts require capital investment and engineering resources. If Arqit fails to maintain compatibility of its network and products with its customers’ internal networks and infrastructures, its customers may not be able to fully utilize its network and products, and Arqit may, among other consequences, lose or fail to increase its market share and number of customers and experience reduced demand for its products, and its business, financial condition and results of operations could be materially adversely affected.

Risks Related to Centricus and the Proposed Transactions

Unless the context otherwise requires, all references in this subsection to “Centricus,” “we,” “us,” or “our” refer to Centricus.

We may not be able to complete the Proposed Transactions or any other business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and thereafter commence a voluntary liquidation, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

We must complete a business combination by February 8, 2023 or amend our amended and restated memorandum and articles of association to extend the date by which Centricus must consummate an initial business combination. We may not be able to consummate the Proposed Transactions or any other business combination by that date. If we have not completed a business combination by that date, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem our public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of our then outstanding public shares, which redemption will completely extinguish our public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate or dissolve, subject in clauses (ii) and (iii) to our obligations under the laws of the Cayman Islands to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors herein.

The Sponsor, directors, executive officers, advisors or any of their affiliates may elect to purchase shares from our public shareholders, which may influence a vote on the Proposed Transactions and reduce the public “float” of our ordinary shares.

The Sponsor, directors, executive officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Please see “Information Related to Centricus — Permitted Purchases of our Securities” for a description of how such persons will determine from which shareholders to seek to acquire shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, directors, executive officers, advisors or any of their affiliates purchase our public shares in privately negotiated transactions from our public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of our initial business combination and

 

55

 

thereby increase the likelihood of obtaining shareholder approval of the Proposed Transactions, or to satisfy the closing condition in the Business Combination Agreement requiring us to have a minimum net worth or a certain amount of cash at the closing of the Proposed Transactions, where it appears that such requirement would otherwise not be met. This may result in the completion of the Proposed Transactions that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our ordinary shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

We will incur significant transaction and transition costs in connection with the Proposed Transactions.

We have incurred and expect to incur significant, non-recurring costs in connection with consummating the Proposed Transactions. All expenses incurred in connection with the Business Combination Agreement and the transactions contemplated thereby (including the Proposed Transactions), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

Our transaction expenses as a result of the Proposed Transactions are currently estimated at approximately $40 million, including deferred underwriting commissions to the underwriter in our IPO.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business, except our independent registered public accounting firm, execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by our public shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. In order to protect the amounts held in the Trust Account, the Sponsor has agreed it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient

 

56

 

funds to satisfy its indemnity obligations and we have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Centricus public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Centricus public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share or (ii) other than due to the failure to obtain such waiver, such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Centricus public shareholders may be reduced below $10.00 per share.

If we liquidate, distributions, or part of them, may be delayed while the liquidator determines the extent of potential creditor claims.

If we do not complete our initial business combination by February 8, 2023, or during an Extension Period, we will be required to redeem our public shares using the available funds in the Trust Account pursuant to our amended and restated memorandum and articles of association, resulting in our repayment of available funds in the Trust Account. Following this redemption, we will proceed to commence a voluntary liquidation and thereby a formal dissolution of the company. In connection with such a voluntary liquidation, the liquidator would give notice to our creditors inviting them to submit their claims for payment, by notifying known creditors (if any) who have not submitted claims and by placing a public advertisement in the Cayman Islands Official Gazette in at least one newspaper circulating in the location where the company has its principal place of business, and taking any other steps he considers appropriate, after which our remaining assets would be distributed.

As soon as our affairs are fully wound-up, if we were to liquidate, the liquidator must complete his statement of account and will then notify the Registrar of Companies of the Cayman Islands that the liquidation has been completed. However, the liquidator may determine that he requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors). Also, a creditor or shareholder may file a petition with the Cayman Islands court which, if successful, may result in our liquidation being subject to the supervision of that court. Such events might delay distribution of some or all of our remaining assets.

To the extent that any liquidation proceedings of the company were to be commenced prior to the redemption of our public shares (and the distribution of available funds in the Trust Account) referred to above under Cayman Islands law, the funds held in our Trust Account may be included in our estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any such claims deplete the Trust Account we may not be able to return to our public shareholders the full redemption amounts which would be otherwise payable to them.

If we are unable to consummate our initial business combination by February 8, 2023, or during an Extension Period, our public shareholders may be forced to wait beyond the ten business day period thereafter before redemption from our Trust Account.

If we are unable to consummate our initial business combination by February 8, 2023, or during an Extension Period, we will, as promptly as reasonably possible but not more than ten business days thereafter,

 

57

 

redeem all our public shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account not previously released to us to pay our taxes, if any, less up to $100,000 of interest for our dissolution expenses, divided by the number of our then outstanding public shares and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation, as further described herein. Any redemption of our public shareholders from the Trust Account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to our commencing any voluntary liquidation. If we are required to liquidate prior to distributing the aggregate amount then on deposit in the Trust Account, then such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Companies Act. In that case, investors may be forced to wait beyond the ten business days following February 8, 2023, or the expiry of an Extension Period, before the redemption proceeds of our Trust Account become available to them, and they receive the return of their portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where investors have sought to redeem their Centricus ordinary shares. Only upon our redemption or any liquidation will our public shareholders be entitled to distributions if we are unable to complete our initial business combination.

If deemed to be insolvent, distributions made to our public shareholders, or part of them, from our Trust Account may be subject to claw back in certain circumstances.

If we do not complete our initial business combination by February 8, 2023, or during an Extension Period, and instead distribute the aggregate amount then on deposit in the Trust Account (less interest previously released to us to pay taxes, if any, and less up to $100,000 in interest reserved for expenses in connection with our dissolution) to our public shareholders by way of redemption, it will be necessary for our directors to pass a board resolution approving the redemption of those Centricus ordinary shares and the payment of the proceeds to our public shareholders. Such board resolutions are required to confirm that we satisfy the solvency test prescribed by the Cayman Companies Act, (namely that our assets exceed our liabilities; and that we are able to pay our debts as they fall due). If, after the redemption proceeds are paid to our public shareholders, it transpires that our financial position at the time was such that it did not satisfy the solvency test, the Cayman Companies Act provides a mechanism by which those proceeds could be recovered from our public shareholders. However, the Cayman Companies Act also provides for circumstances where such proceeds could not be subject to claw back, namely where (a) our public shareholders received the proceeds in good faith and without knowledge of our failure to satisfy the solvency test; (b) a Centricus public shareholder altered its position in reliance of the validity of the payment of the proceeds; or (c) it would be unfair to require repayment of the proceeds in full or at all.

If, before distributing the proceeds in the Trust Account to our Centricus public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with its liquidation may be reduced.

Our Centricus public shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their public shares.

If we are forced to enter into an insolvent liquidation, any distributions received by our Centricus public shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore,

 

58

 

our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and us to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of the our board and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Centricus public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

Because each of Centricus and Pubco are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Centricus and Pubco are exempted companies incorporated under the laws of the Cayman Islands. As a result, it may be difficult for Centricus public shareholders, or shareholders of Pubco following the Proposed Transactions, to effect service of process within the United States upon the directors or executive officers of Centricus or Pubco, or enforce judgments obtained in the United States courts against the directors or officers of Centricus or Pubco.

The corporate affairs of Centricus and Pubco are governed by their respective amended and restated memorandum and articles of association, the Cayman Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of the directors of Centricus and Pubco under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Centricus and Pubco shareholders and the fiduciary responsibilities of Centricus and Pubco directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less prescriptive body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like Centricus and Pubco have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Centricus and Pubco directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against Centricus or Pubco judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state, and (ii) in original actions brought in the Cayman Islands, to impose

 

59

 

liabilities against Centricus or Pubco predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Centricus public shareholders, or shareholders of Pubco following the Proposed Transactions, may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board or our controlling shareholders than they would as public shareholders of a United States company.

The Sponsor, officers and directors have agreed to vote in favor of the Proposed Transactions, regardless of how our public shareholders vote.

Unlike many other blank check companies in which the initial shareholders agree to vote their Centricus founder shares in accordance with the majority of the votes cast by our public shareholders in connection with an initial business combination, the Sponsor, officers and directors have agreed to vote their Centricus ordinary shares, as well as any Centricus ordinary shares purchased after the IPO, in favor of the Proposed Transactions, and own 20% of the outstanding Centricus ordinary shares. Accordingly, it is more likely that the necessary shareholder approval to complete the Proposed Transactions will be received than would be the case if the Sponsor, officers and directors agreed to vote their Centricus ordinary shares in accordance with the majority of the votes cast by our public shareholders.

The Sponsor and our executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this registration statement on Form F-4 and the proxy statement/prospectus included herein.

When you consider the recommendation of our board of directors in favor of approval of the Business Combination Proposal, the Merger Proposal, the Pubco Incentive Plan Proposal and the Adjournment Proposal, you should keep in mind that the Sponsor and certain of our directors and officers have interests in the Proposed Transactions that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

•

the beneficial ownership of the Centricus Initial Shareholders of 8,625,000 Centricus founder shares, which shares would become worthless if Centricus does not complete a business combination within the applicable time period, as the Centricus Initial Shareholders waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $      based on the closing price of the Centricus ordinary shares of $      on Nasdaq on July 26, 2021, the record date for the extraordinary general meeting of shareholders;

​

•

the fact that the Sponsor paid an aggregate of $25,000 for the 8,625,000 Centricus founder shares and such securities will have a significant higher value at the time of the Proposed Transactions, estimated at approximately $                  based on the closing price of the Centricus ordinary shares of $                  on Nasdaq on July 26, 2021, the record date for the extraordinary general meeting of shareholders; as such, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if Centricus public shareholders experience a negative rate of return following consummation of the Proposed Transactions;

​

•

the Centricus Initial Shareholders are expected to hold an aggregate of approximately 5% of the outstanding Pubco ordinary shares upon the consummation of the Proposed Transactions after giving

​

 

60

 

effect to the PIPE Financing, assuming (i) none of the options under Company option plan are exercised and (ii) none of Centricus’ existing public shareholders exercise their redemption rights;

•

the fact that, in connection with the PIPE Financing, the Centricus PIPE Investors will receive 5,100,000 Pubco ordinary shares;

​

•

our directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

​

•

the potential continuation of Manfredi Lefebvre d’Ovidio and Garth Ritchie as directors of Pubco, and the potential appointment of Carlo Calabria, an affiliate of the Sponsor, as a director of Pubco; and

​

•

the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the consummation of the Proposed Transactions.

​

These interests may influence our directors in making their recommendation to vote in favor of the Business Combination Proposal and the other proposals described in this registration statement on Form F-4 and the proxy statement/prospectus included herein. You should also read the section entitled “Summary of the Proxy Statement/Prospectus — The Proposed Transactions.”

The shares beneficially owned by the Sponsor, our officers and directors will not participate in liquidation distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination.

The Sponsor, officers, directors and director nominees have entered into a letter agreement with us, pursuant to which the Centricus Initial Shareholders have agreed to waive its redemption rights with respect to its Centricus founder shares, and the Sponsor, officers, directors and director nominees have agreed to waive their redemption rights with respect to any of our public shares they may acquire in connection with the completion of the Proposed Transactions or any other initial business combination. The Centricus Initial Shareholders have also waived its right to receive distributions with respect to its Centricus founder shares upon our liquidation if we are unable to consummate an initial business combination. Accordingly, the Centricus founder shares will be worthless if we do not consummate an initial business combination. The Centricus private placement warrants and any other Centricus warrants they acquire will also be worthless if we do not consummate an initial business combination. The personal and financial interests of the Sponsor, officers and directors may influence their motivation in timely identifying and selecting a target business and completing a business combination, especially if the Proposed Transactions are not approved. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest.

Activities taken by our shareholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on our ordinary shares.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Centricus or its securities, the Centricus Initial Shareholders, the Company or the Company’s shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of our ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to complete the Proposed Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on our ordinary shares.

In addition, pursuant to the Subscription Agreements, the PIPE Investors have agreed to purchase an aggregate of 7,100,000 Pubco ordinary shares at $10.00 per share for gross proceeds of $71,000,000

 

61

 

immediately following the Merger Effective Time. Such purchase may, therefore, be at a price per share that is less than the then-current market price of our ordinary shares and could have a depressive effect on the market price of our ordinary shares.

The exercise of discretion by Centricus’ directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of Centricus securityholders.

In the period leading up to the Share Acquisition Closing, other events may occur that, pursuant to the Business Combination Agreement, would require Centricus to agree to amend the Business Combination Agreement, to consent to certain actions or to waive rights that Centricus is entitled to under the Business Combination Agreements. Such events could arise because of changes in the course of the Company’s business, a request by the Company to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, the occurrence of events that would have a material adverse effect on the Company’s business and would entitle us to terminate the Business Combination Agreement, or other reasons. In any of such circumstances, it would be in Centricus’ discretion, acting through its board of directors, to grant Centricus’ consent or waive its rights.

The existence of the financial and personal interests of the directors described elsewhere in this proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for Centricus and its securityholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. As of the date of this proxy statement/​prospectus, Centricus does not believe there will be any changes or waivers that its directors and officers would be likely to make after shareholder approval of the Proposed Transactions has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the transaction that would have a material impact on the shareholders, Centricus will be required to circulate a new or amended proxy statement/prospectus or supplement thereto and resolicit the vote of its shareholders with respect to the Business Combination Proposal.

Centricus’ board of directors did not obtain a fairness opinion in determining whether or not to proceed with the Proposed Transactions and, as a result, the terms may not be fair from a financial point of view to the Centricus public shareholders.

In analyzing the Proposed Transactions, Centricus’ board of directors conducted significant due diligence on the Company. For a complete discussion of the factors utilized by Centricus’ board of directors in approving the Proposed Transactions, see the section entitled, “Proposal No. 1 — The Business Combination Proposal — Centricus’ Board of Directors’ Reasons for Approval of the Proposed Transactions.” Centricus’ board of directors believes, because of the financial skills and background of its directors, it was qualified to conclude that the Proposed Transactions were fair from a financial perspective to its shareholders and that the Company’s fair market value was at least 80% of Centricus’ net assets (excluding deferred underwriting discounts and commissions). Notwithstanding the foregoing, Centricus’ board of directors did not obtain a fairness opinion to assist it in its determination. Accordingly, investors will be relying solely on the judgment of Centricus’ board of directors in valuing the Company’s business, and Centricus’ board of directors may be incorrect in its assessment of the Proposed Transactions. The lack of a fairness opinion may also lead an increased number of Centricus public shareholders to vote against the Business Combination Proposal or demand redemption of their shares for cash, which could potentially impact Centricus’ ability to consummate the Proposed Transactions or materially and adversely affect Arqit’s liquidity following the consummation of the Proposed Transactions.

Since the Sponsor and our executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if a business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for a business combination.

At the closing of our initial business combination, the Sponsor and our executive officers and directors, and any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on

 

62

 

suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of the Sponsor and our executive officers and directors may influence their motivation in identifying and selecting a target business combination and completing the Proposed Transactions.

Centricus’ and the Company’s ability to consummate the Proposed Transactions, and the operations of Pubco following the Proposed Transactions, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public health emergency for the United States to aid the U.S., and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.”

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Proposed Transactions, and the business of the Company or Pubco following the Proposed Transactions could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and Centricus’ and the Company’s ability to consummate the Proposed Transactions and Pubco’s financial condition and results of operations following the Proposed Transactions may be materially adversely affected. Each of Centricus, the Company and Pubco may also incur additional costs due to delays caused by COVID-19, which could adversely affect Pubco’s financial condition and results of operations.

Centricus’ warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a statement (the “SEC Statement”) regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”), wherein the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to being treated as equity. Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing Centricus’ warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our warrants, and pursuant to the guidance in ASC 815, Derivatives and Hedging (“ASC 815”), determined the warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations.

As a result of the recurring fair value measurement, our financial statements may fluctuate quarterly, based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following this issuance of the SEC Statement, our management and our audit committee concluded that, in light of the SEC Statement, we identified a material weakness in our internal control over financial reporting.

 

63

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We, and following the Proposed Transactions, the Pubco, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness in our internal control over financial reporting described above, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Proposed Transactions.

Risks Related to Pubco Following the Consummation of the Proposed Transactions

Unless the context otherwise requires, all references in this subsection to “we,” “us,” or “our” refer to Centricus.

If we do not maintain a current and effective prospectus relating to the Pubco ordinary shares issuable upon exercise of the Pubco warrants issued in exchange for your Centricus warrants, you will only be able to exercise such Pubco warrants on a “cashless basis.”

If we do not maintain a current and effective prospectus relating to the Pubco ordinary shares issuable upon exercise of the Pubco public warrants issued in exchange for Centricus warrants as part of the Proposed Transactions, at the time that holders wish to exercise such Pubco warrants, they will only be able to exercise them on a “cashless basis.” As a result, the number of Pubco ordinary shares that holders will receive upon exercise of the Pubco public warrants will be fewer than it would have been had such holders exercised their Pubco warrants for cash. Under the terms of the Pubco Warrant Agreement, we have agreed to use our commercially reasonable efforts to maintain a current and effective prospectus relating to the Pubco ordinary shares issuable upon exercise of the Pubco warrants until the expiration of the Pubco warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside” of the holder’s investment in our company may be reduced. Notwithstanding the foregoing, the Pubco private placement warrants issued in exchange for Centricus warrants held by our officers, directors, the Sponsor or their affiliates as described elsewhere in this prospectus, as well as any other Pubco warrants that may be issued to them, may be exercisable for unregistered Pubco ordinary shares for cash even if the prospectus relating to the Pubco ordinary shares issuable upon exercise of the Pubco warrants is not current and effective.

An investor will be able to exercise a Pubco warrant only if the issuance of Pubco ordinary shares upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the Pubco warrants.

No Pubco public warrants will be exercisable for cash and we will not be obligated to issue Pubco ordinary shares unless the shares issuable upon such exercise have been registered or qualified or deemed to be exempt

 

64

 

under the securities laws of the state of residence of the holder of the Pubco warrants. At the time that the Pubco warrants become exercisable, we expect to that Pubco’s securities will be listed on a national securities exchange, which would provide an exemption from registration in every state. Accordingly, we believe holders in every state will be able to exercise their Pubco warrants as long as our prospectus relating to the Pubco ordinary shares issuable upon exercise of the Pubco warrants is current. However, we cannot assure you of this fact. If the Pubco ordinary shares issuable upon exercise of the Pubco warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the Pubco warrants reside, the Pubco warrants may be deprived of any value, the market for the Pubco warrants may be limited and they may expire worthless if they cannot be sold.

The grant and future exercise of registration rights may adversely affect the market price of Pubco ordinary shares upon consummation of the Proposed Transactions.

Pursuant to the New Registration Rights Agreement to be entered into in connection with the Proposed Transactions and which is described elsewhere in this proxy statement/prospectus, the Centricus Initial Shareholders, certain shareholders of the Company can each demand that Pubco register their registrable securities under certain circumstances and will each have piggyback registration rights for these securities in connection with certain registrations of securities that Pubco undertakes. Pubco will bear the cost of registering these securities.

The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Pubco ordinary shares following the consummation of the Proposed Transactions.

After the Share Acquisition Closing, Pubco will be able to issue additional ordinary shares upon the exercise of outstanding Pubco warrants, the exercise of the options granted to option holders of the Company, issuances pursuant to an equity incentive plan, and the satisfaction of the Earnout Condition, all of which would increase the number of shares eligible for future resale in the public market and result in dilution to the combined company’s shareholders.

If the Proposed Transactions are completed, Centricus’ outstanding warrants and Company’s options will convert automatically into Pubco warrants and Pubco options, respectively, to purchase Pubco ordinary shares, and Pubco will adopt an equity incentive plan prior to the Share Acquisition Closing. The Pubco warrants will become exercisable on the later of 30 days after the completion of the Proposed Transactions and February 8, 2022 (the date falling 12 months from the closing of the IPO), and will expire at 5:00 p.m., New York City time, five years after the completion of the Proposed Transactions or earlier upon redemption or liquidation. Pursuant to the terms of the Business Combination Agreement, if the Earnout Condition is satisfied within three years following the Share Acquisition Closing, Pubco will issue to the Company Shareholders their Pro Rata Portion of the Earnout Shares. To the extent the warrants or options are exercised, awards are made under Pubco’s equity incentive plan, or the Earnout Shares are issued, additional Pubco ordinary shares will be issued, which will result in dilution to Pubco’s shareholders and increase the number of Pubco ordinary shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such securities may be exercised could adversely affect the market price of the Pubco ordinary shares.

Centricus’ shareholders cannot be sure of the market value of the Pubco ordinary shares to be issued upon completion of the Proposed Transactions.

The holders of Centricus ordinary shares issued and outstanding immediately prior to the consummation of the Proposed Transactions (other than any redeemed shares) will receive one Pubco ordinary share in exchange for each Centricus ordinary share held by them, rather than a number of shares with a particular fixed market value. The market value of Pubco ordinary shares issued in exchange for Centricus ordinary shares at the time of the consummation of the Proposed Transactions may vary significantly from the price of Centricus ordinary shares on the date the Business Combination Agreement was executed, the date of this registration statement on Form F-4 and the proxy statement/prospectus included herein or the date on which Centricus shareholders vote on the Proposed Transactions. Because the exchange ratio of the shares will not

 

65

 

be adjusted to reflect any changes in the market prices of Centricus ordinary share, the market value of the Pubco ordinary shares issued in the Proposed Transactions and the Centricus ordinary shares surrendered in the Proposed Transactions may be higher or lower than the value of these shares on earlier dates. 100% of the consideration to be received for Centricus ordinary shares will be Pubco ordinary shares. Following consummation of the Proposed Transactions, the market price of Pubco’s securities may be influenced by many factors, some of which are beyond its control, including those described above and the following:

•

changes in financial estimates by analysts;

​

•

announcements by it or its competitors of significant contracts, productions, acquisitions or capital commitments;

​

•

fluctuations in its quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

​

•

general economic conditions;

​

•

changes in market valuations of similar companies;

​

•

terrorist acts;

​

•

changes in its capital structure, such as future issuances of securities or the incurrence of debt;

​

•

future sales of Pubco ordinary shares ;

​

•

regulatory developments in the United States, foreign countries or both;

​

•

litigation involving Pubco, its subsidiaries or its general industry; and

​

•

additions or departures of key personnel.

​

In addition, it is possible that the Proposed Transactions may not be completed until a significant period of time has passed after the extraordinary general meeting of Centricus’ shareholders. As a result, the market value of Centricus ordinary share may vary significantly from the date of the extraordinary general meeting to the date of the completion of the Proposed Transactions. You are urged to obtain up-to-date prices for Centricus ordinary share. There is no assurance that the Proposed Transactions will be completed, that there will not be a delay in the completion of the Proposed Transactions or that all or any of the anticipated benefits of the Proposed Transactions will be obtained.

Subsequent to the completion of the Proposed Transactions, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on Pubco’s financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

Although Centricus has conducted due diligence on the Company, we cannot assure you that our diligence surfaced all material issues that may be present inside the Company, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Company and outside of Centricus’ control will not later arise. As a result of these factors, Pubco may be forced to later write-down or write off assets, restructure its operations, or incur impairment or other charges that could result in Pubco reporting losses. Even if Centricus’ due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Centricus’ preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Centricus’ liquidity, the fact that Centricus reports charges of this nature could contribute to negative market perceptions about Centricus or its securities. Accordingly, any shareholders who choose to remain shareholders following the Proposed Transactions could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Centricus’ officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement/prospectus relating to the Proposed Transactions contained an actionable material misstatement or material omission.

 

66

 

Centricus public shareholders at the time of the Proposed Transactions who purchased their Centricus units in the IPO and do not exercise their redemption rights may pursue rescission rights and related claims.

The Centricus public shareholders may allege that some aspects of the Proposed Transactions are inconsistent with the disclosure contained in the prospectus issued by Centricus in connection with the offer and sale in its IPO of Centricus units, including the structure of the Proposed Transactions. Consequently, a Centricus public shareholder who purchased shares in the IPO (excluding the Centricus Initial Shareholders) and still holds them at the time of the Proposed Transactions and who does not seek to exercise redemption rights might seek rescission of the purchase of the Centricus units such holder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder’s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If shareholders bring successful rescission claims against Centricus, there may not be sufficient funds following the consummation of the Proposed Transactions to pay such claims, or if claims are successfully brought against Pubco following the consummation of the Proposed Transactions, Pubco’s results of operations could be adversely affected and, in any event, Pubco may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters.

Certain Company Shareholders will own a significant percentage of Pubco following the Proposed Transactions and their interests may conflict with Pubco’s or yours in the future.

Immediately following the Proposed Transactions, four Company Shareholders will beneficially own approximately 45% of the outstanding Pubco ordinary shares, assuming that (i) none of Centricus’ public shareholders exercise their redemption rights, (ii) 7,100,000 Pubco ordinary shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) no additional equity securities of Centricus or Pubco are issued. See “Beneficial Ownership of Securities.” For so long as these shareholders continue to own a significant percentage of Pubco ordinary shares, they will be able to significantly influence or effectively control the composition of the Pubco board of directors and the approval of actions requiring shareholder approval through their voting power. Accordingly, for such period of time, these will have significant influence with respect to Pubco’s management, business plans and policies, including the appointment and removal of Pubco’s officers. In particular, for so long as these shareholders continue to own a significant percentage of the outstanding Pubco ordinary shares, these will be able to cause or prevent a change of control of Pubco or a change in the composition of Pubco’s board of directors and could preclude any unsolicited acquisition of Pubco. The concentration of ownership could deprive you of an opportunity to receive a premium for your Pubco ordinary shares as part of a sale of Pubco and ultimately might affect the market price of the Pubco ordinary shares.

Centricus’ shareholders will have a reduced ownership and voting interest after consummation of the Proposed Transactions and will exercise less influence over management.

After the completion of the Proposed Transactions, Centricus’ shareholders will own a smaller percentage of Pubco than they currently own of Centricus. Upon completion of the Proposed Transactions, it is anticipated that Centricus’ shareholders (including the Centricus Initial Shareholders but not including the Centricus PIPE Investors), will own approximately 31% of the Pubco ordinary shares issued and outstanding immediately after the consummation of the Proposed Transactions, assuming that (i) none of the options under the Company option plan are exercised and (ii) none of the Centricus public shareholders exercise their redemption rights. Consequently, Centricus’ shareholders, as a group, will have reduced ownership and voting power in Pubco compared to their ownership and voting power in Centricus.

If Pubco fails to maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a U.S. public company, Pubco will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and regulations of the applicable listing standards of Nasdaq subject to applicable exemptions as long as Pubco qualifies as Foreign Private Issuer and Emerging Growth Company. Pubco’s management expects that the requirements of these rules and

 

67

 

regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on its personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that Pubco maintains effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 of the Sarbanes-Oxley Act (“Section 404”) will require Pubco to perform system and process evaluation and testing of its internal control over financial reporting to allow management to report on, and its independent registered public accounting firm potentially to attest to, the effectiveness of its internal control over financial reporting. As an emerging growth company, Pubco’s management expects to avail itself of the exemption from the requirement that its independent registered public accounting firm attest to the effectiveness of its internal control over financial reporting under Section 404. See “— As an “emerging growth company,” Pubco cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make the Pubco ordinary shares less attractive to investors.” However, Pubco may no longer avail itself of this exemption when it ceases to be an emerging growth company. At such time, Pubco’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed or operating. As a public company, Pubco will be required to provide an annual management report on the effectiveness of its internal control over financial reporting commencing with its second annual report on Form 20-F. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on Pubco’s business, results of operations and financial condition and could cause a decline in the trading price of the Pubco ordinary shares.

As a foreign private issuer, Pubco is exempt from a number of rules under the U.S. securities laws and is permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the Pubco ordinary shares.

Pubco is a foreign private issuer, as such term is defined in Rule 405 under the Securities Act, however, under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to Pubco on March 31, 2022.

As a foreign private issuer, Pubco is not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, Pubco is exempt from certain rules under the Exchange Act, that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act (including the requirement applicable to emerging growth companies to disclose the compensation of its Chief Executive Officer and the other two most highly compensated executive officers on an individual, rather than an aggregate, basis). In addition, Pubco’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of its securities. Moreover, while Pubco’s management expects to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, it will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Furthermore, Pubco ordinary shares are not listed on any market in the Cayman Islands and Pubco does not currently intend to list its ordinary shares on any market in the Cayman Islands, Pubco’s home country. As a result, Pubco is not subject to the reporting and other requirements of companies listed in the Cayman Islands. Accordingly, there may be less publicly available information concerning Pubco’s business than there would be if Pubco or the Company were a public company organized in the United States.

Pubco may lose its foreign private issuer status in the future, which could result in significant additional cost and expense.

In the future, Pubco would lose its foreign private issuer status if a majority of its shareholders, directors or management are U.S. citizens or residents and it fails to meet additional requirements necessary to avoid loss of foreign private issuer status. Although Pubco’s management has elected to comply with certain U.S. regulatory provisions, its loss of foreign private issuer status would make such provisions mandatory. The

 

68

 

regulatory and compliance costs to Pubco under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If Pubco is not a foreign private issuer, it will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. Pubco would also have to mandatorily comply with U.S. federal proxy requirements, and its officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. Pubco may also be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, Pubco may lose its ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

Pubco will incur increased costs and obligations as a result of being a public company.

As a privately held company, the Company has not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, Pubco will incur significant legal, accounting and other expenses that the Company was not required to incur in the recent past, particularly after it is no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that Pubco’s board of directors and management must devote to complying with these rules and regulations. Pubco’s management expects these rules and regulations to increase its legal and financial compliance costs and lead to a diversion of management time and attention from revenues generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from its focus on the Company’s business strategy, which could prevent the Company from improving its business, results of operations and financial condition. The Company has made, and will continue to make, changes to its internal controls and procedures for financial reporting and accounting systems to meet its reporting obligations as a publicly traded company. However, the measures it takes may not be sufficient to satisfy Pubco’s obligations as a publicly traded company.

For as long as Pubco remains an “emerging growth company” as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Pubco may remain an “emerging growth company” until the fifth anniversary of the date on which the Pubco ordinary shares were offered in connection with the Proposed Transactions or until such earlier time that it has more than $1.07 billion in annual revenues, have more than $700 million in market value of Pubco’s ordinary shares held by non-affiliates, or issue more than $1.00 billion of non-convertible debt over a three-year period. Further, there is no guarantee that the exemptions available to Pubco under the JOBS Act will result in significant savings. To the extent Pubco’s management chooses not to use exemptions from various reporting requirements under the JOBS Act, Pubco will incur additional compliance costs, which may impact earnings.

As an “emerging growth company,” Pubco cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make the Pubco ordinary shares less attractive to investors.

Pubco is an “emerging growth company,” as defined in the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of its internal controls over financial reporting from its independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

 

69

 

executive compensation in its periodic reports, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Pubco’s management cannot predict if investors will find its Pubco ordinary shares less attractive because it will rely on these exemptions. If some investors find Pubco’s ordinary shares less attractive as a result, there may be a less active market for the Pubco ordinary shares and its share price may be more volatile.

Investors may not have the same benefits as an investor in an underwritten public offering.

Pubco will become a publicly listed company upon the completion of the Proposed Transactions. The Proposed Transactions are not an underwritten initial public offering of Pubco’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Proposed Transactions, investors will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Pubco investors must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of Arqit’s business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Proposed Transactions, prior to the opening of trading on the trading day immediately following the closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of Pubco securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of Pubco securities or helping to stabilize, maintain or affect the public price of Pubco securities following the closing. Moreover, Pubco will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the Pubco securities that will be outstanding immediately following the closing. In addition, since Pubco will become public through a merger, securities analysts of major brokerage firms may not provide coverage of Pubco since there is no incentive to brokerage firms to recommend the purchase of its common shares. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on Pubco’s behalf. All of these differences from an underwritten public offering of Pubco’s securities could result in a more volatile price for the Pubco’s securities.

In addition, the Sponsor, certain members of the Centricus board of directors and its officers, as well as their respective affiliates and permitted transferees, have interests in the Proposed Transactions that are different from or are in addition to those of holders of Pubco’s securities following completion of the Proposed Transactions, and that would not be present in an underwritten public offering of Pubco’s securities. Such interests may have influenced the board of directors of Centricus in making their recommendation that Centricus shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

 

70

 

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Pubco became a publicly listed company through an underwritten initial public offering instead of upon completion of the merger.

If Pubco does not develop and implement all required accounting practices and policies, it may be unable to provide the financial information required of a U.S. publicly traded company in a timely and reliable manner.

If Pubco fails to develop and maintain effective internal controls and procedures and disclosure procedures and controls, it may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize Pubco, including by limiting its ability to obtain financing, either in the public capital markets or from private sources and hurt its reputation and could thereby impede its ability to implement its growth strategy.

The price of Pubco’s ordinary shares may be volatile.

The price of Pubco’s ordinary shares may fluctuate due to a variety of factors, including:

•

actual or anticipated fluctuations in its quarterly and annual results and those of other public companies in industry; mergers and strategic alliances in the industry in which it operates;

​

•

market prices and conditions in the industry in which it operates;

​

•

changes in government regulation;

​

•

potential or actual military conflicts or acts of terrorism;

​

•

the failure of securities analysts to publish research about us, or shortfalls in its operating results compared to levels forecast by securities analysts;

​

•

announcements concerning the Company, Pubco or its competitors; and

​

•

the general state of the securities markets.

​

These market and industry factors may materially reduce the market price of Pubco’s ordinary shares, regardless of its operating performance.

Reports published by analysts, including projections in those reports that differ from Pubco’s actual results, could adversely affect the price and trading volume of its ordinary shares.

Pubco’s management currently expects that securities research analysts will establish and publish their own periodic projections for its business. These projections may vary widely and may not accurately predict the results Pubco actually achieves. Pubco’s share price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on Pubco downgrades its stock or publishes inaccurate or unfavorable research about its business, its share price could decline. If one or more of these analysts ceases coverage of Pubco or fails to publish reports on it regularly, its share price or trading volume could decline. While Pubco’s management expects research analyst coverage, if no analysts commence coverage of Pubco, the trading price and volume for its ordinary shares could be adversely affected.

Pubco (or Centricus, prior to the Merger) may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If Pubco (or Centricus, prior to the Merger) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section entitled “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations”) of Pubco (or Centricus) securities, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Following the Merger, assuming that the Merger qualifies as an “F” reorganization within the meaning of Section 368(a)(1)(F) of the Code, Pubco will be treated as the successor to Centricus for U.S. federal income tax purposes, and for the taxable year that includes the Proposed Transactions and subsequent taxable years, the asset and income tests will be applied based on the assets and

 

71

 

activities of the combined business. As discussed below under “Risks Relating to Redemptions of Centricus Public Shares — Centricus may be a PFIC which could result in adverse U.S. federal income tax consequences to U.S. investors who exercise their right to redeem Centricus ordinary shares,” Centricus may be classified as a PFIC for its first taxable year which ended December 31, 2020 (the “2020 Tax Year”). Based on the anticipated timing of the Proposed Transactions and the income and assets of the combined company, it is possible that Pubco would not meet the asset or income test in the current taxable year. However, because the timing of the Proposed Transactions and the revenue production is uncertain and PFIC status is based on income, assets and activities for the entire taxable year, PFIC status of Pubco for the current taxable year or any other taxable year may not be determined until after the close of the taxable year. Accordingly, there can be no assurance that Pubco will not be considered a PFIC for any taxable year. In the event that Pubco meets the PFIC income or asset test for the current taxable year ending December 31, 2021, the “start-up exception” may not be available if Centricus was a PFIC for the 2020 Tax Year. Furthermore, if a U.S. Holder holds Centricus securities (or Pubco securities, after the Merger) and Centricus (or Pubco) is a PFIC during such U.S. Holder’s holding period, unless the U.S. Holder makes certain elections, Pubco will continue to be treated as a PFIC with respect to such U.S. Holder, even if Pubco ceases to be a PFIC in future taxable years.

U.S. Holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to holders of Pubco and Centricus securities. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations — Effects of the Merger to U.S. Holders — PFIC Considerations.”

Risks Relating to Redemptions of Centricus Public Shares

Centricus may be a PFIC which could result in adverse U.S. federal income tax consequences to U.S. investors who exercise their right to redeem Centricus ordinary shares.

Centricus is a blank check company, with no current active business, and may be classified as a PFIC in the 2020 Tax Year and may be considered a PFIC for the current taxable year ending December 31, 2021. If Centricus (or Pubco, after the Merger) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section entitled “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations”) of Centricus securities, the U.S. Holder may be subject to adverse U.S. federal income tax consequences upon the redemption of ordinary shares and may be subject to additional reporting requirements. U.S. Holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to holders of Centricus ordinary shares. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations — Effects of the Merger to U.S. Holders — PFIC Considerations.”

If a shareholder fails to receive notice of Centricus’ offer to redeem Centricus public shares in connection with the Proposed Transactions, such shares may not be redeemed.

This proxy statement/prospectus describes the various procedures that must be complied with in order to validly tender or redeem Centricus public shares. For example, Centricus public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates to our transfer agent at least two business days prior to the vote on the proposal to approve the Proposed Transactions, or to deliver their shares to the transfer agent electronically. In the event that a Centricus shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Centricus public shares and/or warrants, potentially at a loss.

Centricus’ public shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of the Proposed Transactions (or an alternative initial business combination if the Proposed Transactions are not consummated for any reason), and then only in connection

 

72

 

with those Centricus ordinary shares that such shareholder properly elected to redeem, subject to the limitation described in in “— If you or a “group” of shareholders are deemed to hold in excess of 15% of Centricus ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of Centricus ordinary shares,” ​(ii) the redemption of any Centricus public shares properly tendered in connection with a shareholder vote to amend Centricus’ amended and restated memorandum and articles of association (A) to modify the substance or timing of Centricus’ obligation to allow redemption in connection with our initial business combination or to redeem 100% of Centricus public shares if we do not complete an initial business combination by February 8, 2023 or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Centricus ordinary shares, and (iii) the redemption of Centricus public shares if Centricus has not completed an initial business combination by February 8, 2023 or during any Extension Period, subject to applicable law and as further described herein. Centricus public shareholders who redeem their Centricus ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if have not completed the Proposed Transactions by February 8, 2023 or during any Extension Period, with respect to such Centricus ordinary shares so redeemed. In no other circumstances will a Centricus public shareholder have any right or interest of any kind in the Trust Account. Holders of Centricus warrants will not have any right to the proceeds held in the Trust Account with respect to the Centricus warrants. Accordingly, to liquidate your investment, you may be forced to sell your Centricus public shares or Centricus warrants, potentially at a loss.

If you or a “group” of shareholders are deemed to hold in excess of 15% of Centricus ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of Centricus ordinary shares.

Our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Proposed Transactions. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Proposed Transactions and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Proposed Transactions. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

Centricus does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Centricus to complete a business combination with which a substantial majority of its shareholders do not agree.

Centricus’ amended and restated memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event will Centricus redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that Centricus is not subject to the SEC’s “penny stock” rules. This minimum net tangible asset amount is also required as an obligation to each party’s obligation to consummate the Proposed Transactions under the Business Combination Agreement. In addition, the Business Combination Agreement provides that each party’s obligation to consummate the Proposed Transactions is conditioned on Centricus and Pubco having at least $150.0 million of cash either in or outside of the Trust Account, after taking into accounts payments by Centricus to Centricus public shareholders who exercise their redemption rights, as described herein, and any proceeds received by Pubco from the PIPE Financing. As a result, Centricus may be able to complete the Proposed Transactions even though a substantial portion of its public shareholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor or Centricus’ officers, directors, advisors or their affiliates.

If, as a result of redemptions of Class A ordinary shares by Centricus’ public shareholders, Centricus and Pubco do not have at least $150.0 million of cash either in or outside of the Trust Account and such condition is not waived, then each of Centricus and Pubco may elect not to consummate the Proposed Transactions. If

 

73

 

the Proposed Transactions are not consummated, Centricus will not redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and Centricus instead may search for an alternate business combination.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a Centricus shareholder may be able to sell its public shares in the future following the completion of the Proposed Transactions or any alternative business combination. Certain events following the consummation of any initial business combination, including the Proposed Transactions, may cause an increase in the share price, and may result in a lower value realized now than a shareholder of Centricus might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/​prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

 

74

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

There are forward-looking statements in this proxy statement/prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of the business, financial condition, results of operations, liquidity, plans and objectives of Centricus and the Company. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. The statements regarding the following matters are forward-looking by their nature:

•

the prospective financial information for the Company including revenue, gross profit, EBITDA and capital expenditure, and the underlying assumptions in connection therewith;

​

•

that the Company will begin commercialization of its products in the second half of the 2021 calendar year;

​

•

that the Company is targeting launch of two satellites in 2023;

​

•

that there will be significant market opportunities for the Company’s products as a result of an expected transformation in the cyber encryption industry over the next decade;

​

•

that consumers, businesses and governments across all geographies and industries will likely need to replace the existing cyber encryption technology used in almost all electronic interfaces in order to maintain cyber security;

​

•

that the global addressable market for information security services will be $197.9 billion by the end of 2024;

​

•

that new opportunities for growth in demand for the Company’s products are expected in government, defense, telecoms, financial services, Internet of Things and connected car markets;

​

•

that “public key infrastructure” will be vulnerable to quantum computer attack; and

​

•

that quantum computers of sufficient scale to break “public key infrastructure” may be available within a few years.

​

The preceding list is not intended to be an exhaustive list of all of forward-looking statements in this proxy statement/prospectus. The forward-looking statements are based on beliefs, assumptions and expectations of Centricus and the Company of future performance, taking into account the information currently available. These statements are only predictions based upon the current expectations and projections of Centricus and the Company about future events. There are important factors that could cause actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in this proxy statement/prospectus.

You should not rely upon forward-looking statements as predictions of future events. Although Centricus and the Company believe that the expectations reflected in the forward-looking statements are reasonable, they cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, Centricus and the Company undertake no obligation to update publicly any forward-looking statements for any reason after the date of this proxy statement/prospectus, to conform these statements to actual results or to changes in expectations.

 

75

 

THE EXTRAORDINARY GENERAL MEETING OF CENTRICUS SHAREHOLDERS

The Centricus Extraordinary General Meeting

Centricus is furnishing this proxy statement/prospectus to you as part of the solicitation of proxies by its board of directors for use at the extraordinary general meeting of shareholders to be held on            , 2021, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Centricus’ shareholders on or about                 , 2021. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting of shareholders.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held on            , 2021, at       a.m., Eastern time, at https://​www.cstproxy.com/centricusacquisitioncorp/2021 and at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, NY 10020, or such other date, time and place to which such meetings may be adjourned or postponed, for the purpose of considering and voting upon the proposals. As a matter of Cayman Islands law, there must be a physical location for the meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Centricus shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting https://​www.cstproxy.com/centricusacquisitioncorp/2021 and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Centricus’ shareholders and Centricus, and (ii) to promote social distancing pursuant to guidance provided by the CDC and the SEC due to COVID-19. The virtual meeting format allows attendance from any location in the world.​

Purpose of the Extraordinary General Meeting

At the Centricus extraordinary general meeting of shareholders, Centricus will ask the Centricus shareholders to vote in favor of the following proposals:

•

The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve each of (a) the merger pursuant to Part XVI of the Cayman Companies Act of Centricus into Pubco, with Pubco surviving the merger and the security holders of Centricus (other than security holders of Centricus electing to redeem their Centricus ordinary shares) becoming security holders of Pubco (the “Merger”) pursuant to the terms of the Business Combination Agreement and Part XVI of the Cayman Companies Act, (b) the Plan of Merger in respect of the Merger made in accordance with the provisions of Section 233 of the Cayman Companies Act and included as Annex B to this proxy statement/prospectus, (c) the acquisition by Pubco of all of the issued and outstanding share capital of the Company from the holders of the Company’s share capital for Pubco ordinary shares and, if applicable, the payment of cash and Earnout Shares, such that the Company will be a direct wholly owned subsidiary of Pubco (the “Share Acquisition”), and (d) the other transactions contemplated by the Business Combination Agreement (together with the Merger and Share Acquisition, the “Proposed Transactions”).

​

•

The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to authorize the Plan of Merger (made in accordance with the provisions of Section 233 of the Cayman Companies Act and included as Annex B to this proxy statement/prospectus) and to authorize the Merger of Centricus with and into Pubco with Pubco surviving the Merger.

​

•

The Pubco Incentive Plan Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve the Arqit Quantum Inc. 2021 Incentive Award Plan (the “Pubco Incentive Plan”), which will become effective on the Merger Closing Date and will be used by Pubco following the completion of the Proposed Transactions.

​

•

The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to authorize the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote at the time of the

​

 

76

 

extraordinary general meeting, there are not sufficient votes to approve the Business Combination Proposal, or Centricus public shareholders have elected to redeem an amount of Centricus public shares such that the minimum available cash condition to the obligation to closing of the Proposed Transactions would not be satisfied.

Recommendation of Centricus’ Board of Directors

Centricus’ board of directors believes that the Business Combination Proposal, the Merger Proposal and the Pubco Incentive Plan Proposal to be presented at the extraordinary general meeting are in the best interests of Centricus, its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Pubco Incentive Plan Proposal.

The Adjournment Proposal will only be presented to Centricus’ shareholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting of shareholders to approve the Business Combination Proposal at the extraordinary general meeting or Centricus’ existing public shareholders have elected to redeem an amount of Centricus public shares such that the minimum available cash condition to the obligation to closing of the Proposed Transactions would not be satisfied. If the Adjournment Proposal is presented at the extraordinary general meeting, Centricus’ board of directors believes that the Adjournment Proposal is in the best interests of Centricus, its shareholders and unanimously recommends that its shareholders vote “FOR” each of the Adjournment Proposal.

When you consider the recommendation of Centricus’ board of directors in favor of approval of the Business Combination Proposal, the Merger Proposal, the Pubco Incentive Plan Proposal and the Adjournment Proposal, you should keep in mind that certain of Centricus’ directors and officers have interests in the Proposed Transactions that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

•

the beneficial ownership of the Centricus Initial Shareholders of 8,625,000 Centricus founder shares, which shares would become worthless if Centricus does not complete a business combination within the applicable time period, as the Centricus Initial Shareholders waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $      based on the closing price of the Centricus ordinary shares of $      on Nasdaq on July 26, 2021, the record date for the extraordinary general meeting of shareholders;

​

•

the fact that the Sponsor paid an aggregate of $25,000 for the 8,625,000 Centricus founder shares and such securities will have a significant higher value at the time of the Proposed Transactions, estimated at approximately $                  based on the closing price of the Centricus ordinary shares of $                  on Nasdaq on July 26, 2021, the record date for the extraordinary general meeting of shareholders; as such, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if Centricus public shareholders experience a negative rate of return following consummation of the Proposed Transactions;

​

•

the Centricus Initial Shareholders are expected to hold an aggregate of approximately 5% of the outstanding Pubco ordinary shares upon the consummation of the Proposed Transactions after giving effect to the PIPE Financing, assuming (i) none of the options under the Company option plan are exercised and (ii) none of Centricus’ existing public shareholders exercise their redemption rights;

​

•

the fact that, in connection with the PIPE Financing, the Centricus PIPE Investors will receive 5,100,000 Pubco ordinary shares;

​

•

Centricus’ directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on Centricus’ behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

​

•

the potential continuation of Manfredi Lefebvre d’Ovidio and Garth Ritchie as directors of Pubco, and the potential appointment of Carlo Calabria, an affiliate of the Sponsor, as a director of Pubco; and

​

•

the continued indemnification of current directors and officers of Centricus and the continuation of directors’ and officers’ liability insurance after the Proposed Transactions.

​

 

77

 

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the extraordinary general meeting of shareholders if you owned Centricus ordinary shares at the close of business on July 26, 2021, which is the record date for the extraordinary general meeting of shareholders. You are entitled to one vote for each Centricus ordinary share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 43,125,000 Centricus ordinary shares outstanding, consisting of 34,500,000 Centricus public shares originally sold as part of the Centricus units in the IPO and 8,625,000 Centricus founder shares that were issued to the Sponsor prior to the IPO.

The Sponsor, officers and directors have agreed to vote all of their Centricus founder shares, and any Centricus public shares acquired by them, in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. Centricus’ issued and outstanding warrants do not have voting rights at the extraordinary general meeting of shareholders.

Voting Your Shares

Each share of Centricus ordinary shares that you own in your name entitles you to one vote on each of the proposals for the extraordinary general meeting of shareholders. Your one or more proxy cards show the number of Centricus ordinary shares that you own.

If you are a holder of record, there are two ways to vote your shares of Centricus ordinary shares at the extraordinary general meeting of shareholders:

•

You can vote by completing, signing and returning the enclosed proxy card(s) in the postage-paid envelope provided. If you hold your shares or warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable extraordinary general meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Centricus ordinary shares will be voted as recommended by Centricus’ board of directors. With respect to proposals for the extraordinary general meeting of shareholders, that means: “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Pubco Incentive Plan Proposal and “FOR” the Adjournment Proposal.

​

•

You can attend the extraordinary general meeting and vote virtually. However, if your Centricus ordinary shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your Centricus ordinary shares.

​

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of Centricus ordinary shares, you may contact Centricus’ proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers may reach Morrow Sodali LLC at (203) 658-9400.

Quorum and Vote Required for the Proposals

A quorum of Centricus’ shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting of shareholders if a majority of the Centricus ordinary shares outstanding and entitled to vote at the meeting is represented remotely or by proxy.

The approval of the Business Combination Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding Centricus ordinary shares who are present or represented at the extraordinary general meeting of shareholders. Accordingly, a Centricus shareholder who attends the extraordinary general meeting (remotely or by proxy) who fails to vote, or abstains from voting, will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

 

78

 

The approval of the Merger Proposal requires the affirmative vote of the holders of at least two thirds of Centricus ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Accordingly, a Centricus shareholder who attends the extraordinary general meeting (remotely or by proxy) who fails to vote, or abstains from voting, will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

The approval of the Pubco Incentive Plan Proposal requires the affirmative vote of the holders of at least a majority of all then outstanding Centricus ordinary shares who are present or represented at the extraordinary general meeting of shareholders. Accordingly, a Centricus shareholder who attends the extraordinary general meeting (remotely or by proxy) who fails to vote, or abstains from voting, will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Centricus ordinary shares that are voted thereon at the extraordinary general meeting of shareholders. Accordingly, a Centricus shareholder who attends the extraordinary general meeting (remotely or by proxy) who fails to vote, or abstains from voting, will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Centricus believes the proposals presented to its shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum at the extraordinary general meeting of Centricus shareholders. Abstentions and broker non-votes will not be counted for purposes of determining the number of votes cast at the extraordinary general meeting.

Revocability of Proxies

If you have submitted a proxy to vote your shares or warrants and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow Sodali LLC, Centricus’ proxy solicitor, prior to the date of the extraordinary general meeting or by voting remotely at the extraordinary general meeting. Attendance at the extraordinary general meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Centricus at the address listed below, provided such revocation is received prior to the vote at the extraordinary general meeting of shareholders.

Redemption Rights

Pursuant to Centricus’ amended and restated memorandum and articles of association, any holders of Centricus public shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Centricus to pay its franchise and income taxes, calculated as of two business days prior to the consummation of the Proposed Transactions. If demand is properly made and the Proposed Transactions are consummated, these shares, immediately prior to the Proposed Transactions, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the IPO as of two business days prior to the consummation of the Proposed Transactions, including interest earned on the funds held in the Trust Account and not previously released to Centricus to pay its franchise and income taxes, upon the consummation of the Proposed Transactions. For illustrative purposes, based on funds in the Trust Account of approximately $345.0 million on July 23, 2021, the estimated per share redemption price would have been approximately $10.00.

 

79

 

Redemption rights are not available to holders of Centricus warrants in connection with the Proposed Transactions.

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on            , 2021 (two business days before the extraordinary general meeting), both:

•

Submit a request in writing that Centricus redeem your Centricus public shares for cash to Continental Stock Transfer & Trust Company, Centricus’ transfer agent, at the following address:

​

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: Mark Zimkind
Email: Mzimkind@continentalstock.com

•

Deliver your Centricus public shares either physically or electronically through DTC to Centricus’ transfer agent. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is Centricus’ understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, Centricus does not have any control over this process and it may take longer than one week. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Centricus public shares as described above, your shares will not be redeemed.

​

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Centricus’ consent, until the vote is taken with respect to the Proposed Transactions. If you delivered your shares for redemption to Centricus’ transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Centricus’ transfer agent return the shares (physically or electronically). You may make such request by contacting Centricus’ transfer agent at the phone number or address listed above.

Each redemption of Centricus public shares by the Centricus public shareholders will decrease the amount in the Trust Account. In no event, however, will Centricus redeem Centricus public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon completion of the Proposed Transactions.

Prior to exercising redemption rights, shareholders should verify the market price of their Centricus ordinary shares as they may receive higher proceeds from the sale of their Centricus ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Centricus cannot assure you that you will be able to sell your Centricus ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Centricus ordinary shares when you wish to sell your shares.

If you exercise your redemption rights, your Centricus ordinary shares will cease to be outstanding immediately prior to the Proposed Transactions and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

If the Business Combination Proposal is not approved and Centricus does not consummate an initial business combination by February 8, 2023, or amend the Centricus amended and restated memorandum and articles of association to extend the date by which Centricus must consummate an initial business combination, it will be required to dissolve and liquidate and the Centricus warrants will expire worthless.

Appraisal or Dissenters’ Rights

Under section 238 of the Cayman Companies Act, holders of Centricus ordinary shares will have the right to dissent from the Merger. Should a holder of Centricus ordinary shares wish to exercise this right, they must give written notice of their objection to the Merger to Centricus prior to the extraordinary general

 

80

 

meeting, or at the meeting but before the vote on the Proposed Transactions. This notice must include a statement that the shareholder proposes to demand payment for their shares if the Merger is undertaken.

Assuming that the Merger is approved, Centricus must give notice to any shareholder who gave written notice of their objection to the Merger within 20 days of the date of the extraordinary general meeting at which the Merger is approved. Within 20 days following the date of receipt of that notice, the dissenting shareholder must give notice to Centricus (or Pubco, if the Merger has been consummated within that time) of their election to dissent, which notice must include: (a) the shareholder’s name and address; (b) the number and class of shares in respect of which they dissent (which must be all of the shares that the shareholder holds in Centricus); and (c) a demand for payment of the ‘fair value’ of the shares. Once such notice has been given to Centricus, the dissenting shareholder ceases to have any rights as a shareholder of Centricus except for the right to be paid the ‘fair value’ of their shares.

Within seven days of the expiration of the 20-day period in which a shareholder may serve notice of dissent (or seven days following the Merger, whichever is the later), Centricus or Pubco shall make a written offer to each dissenting shareholder to purchase their shares at a specified price that Centricus or Pubco determine to be their ‘fair value’. If, within 30 days of the date on which that offer is made, Centricus or Pubco and the dissenting shareholder agree upon the price to be paid for the shares, Centricus or Pubco shall pay that amount to the shareholder upon the surrender of the certificates representing their shares.

If agreement on the price to be paid for the shares cannot be reached, within 20 days of the expiration of the 30-day period referred to above the following procedure shall be followed:

(a)

Centricus or Pubco and the dissenting shareholder shall each designate an appraiser;

​

(b)

the two designated appraisers together shall designate an appraiser;

​

(c)

the three appraisers shall fix the fair value of the shares owned by the dissenting shareholder as of the close of business on the day prior to the date on which the Merger was approved, excluding any appreciation or depreciation directly or indirectly induced by the Merger or its proposal, and that value is binding on Centricus or Pubco and the dissenting shareholder for all purposes; and

​

(d)

Centricus or Pubco shall pay to the dissenting shareholder that amount in money, upon the surrender of the certificates representing their shares.

​

The board of Centricus are of the view that the ‘fair value’ of the shares for the purposes of these appraisal rights will be equal to their redemption value and, accordingly, any holder of Centricus ordinary shares who wishes to dissent from the Proposed Transactions should exercise their redemption rights rather than any appraisal rights.

There are no appraisal rights with respect to Centricus warrants.

Solicitation of Proxies

Centricus will pay the cost of soliciting proxies for the extraordinary general meeting. Centricus has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the extraordinary general meeting. Centricus has agreed to pay Morrow Sodali LLC a fee of $37,500. Centricus will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Centricus also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Centricus ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Centricus ordinary shares and in obtaining voting instructions from those owners. Centricus’ directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Share Ownership

As of the record date, the Centricus Initial Shareholders hold all of the Centricus founder shares, which represent 20.0% of the issued and outstanding Centricus ordinary shares. The Sponsor, officers and directors

 

81

 

have agreed to vote all of their Centricus founder shares and any Centricus public shares acquired by them in favor of the Business Combination Proposal and the other proposal described in this proxy statement/​prospectus.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Centricus or its securities, the Centricus Initial Shareholders, the Company or the Company’s shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Centricus’ ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to complete the Proposed Transactions where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/​prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and, with the Company’s consent, the transfer to such investors or holders of shares or rights owned by the Centricus Initial Shareholders for nominal value.

Entering into any such arrangements may have a depressive effect on Centricus ordinary shares.

If such transactions are effected, the consequence could be to cause the Proposed Transactions to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus by the Centricus Initial Shareholders, the Company, the Company’s shareholders or any of their respective affiliates. Centricus will file a current report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

82

 

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

General

Centricus is asking its shareholders to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including each of (a) the merger pursuant to Part XVI of the Cayman Companies Act of Centricus into Pubco, with Pubco surviving the merger and the security holders of Centricus (other than security holders of Centricus electing to redeem their Centricus ordinary shares) becoming security holders of Pubco (the “Merger”) pursuant to the terms of the Business Combination Agreement and Part XVI of the Cayman Companies Act, (b) the Plan of Merger in respect of the Merger made in accordance with the provisions of section 233 of the Cayman Companies Act and included as Annex B to this proxy statement/prospectus, (c) the acquisition by Pubco of all of the issued and outstanding share capital of the Company from the holders of the Company’s share capital for Pubco ordinary shares and, if applicable, the payment of cash and Earnout Shares, such that the Company will be a direct wholly owned subsidiary of Pubco (the “Share Acquisition”), and (d) the other transactions contemplated by the Business Combination Agreement (together with the Merger and Share Acquisition, the “Proposed Transactions”). Centricus’ shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “— The Business Combination Agreement” below for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal. For the purposes of this section “Proposal No. 1 — The Business Combination Proposal,” capitalized terms not defined herein shall have the meaning ascribed to them in the Business Combination Agreement, a copy of which is attached as Annex A.

Centricus may consummate the Proposed Transactions only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding Centricus ordinary shares as of the record date for the extraordinary general meeting of shareholders who attend the extraordinary general meeting of shareholders.

The Business Combination Agreement

This section of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Proposed Transactions.

The Business Combination Agreement contains warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosures, which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosures contain information that is material to an investment decision. Additionally, the warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/​prospectus as characterizations of the actual state of facts about the Company, Centricus, Pubco or any other matter.

Structure of the Transactions

On May 12, 2021, (i) Centricus, (ii) Pubco, (iii) the Sponsor, solely in its capacity as Centricus’ representative, (iv) the Company, (v) David John Williams, solely in his capacity as the Company Shareholders representative, and (vi) the shareholders of the Company party thereto entered into the Business Combination Agreement.

 

83

 

Prior to the completion of the transactions contemplated by the Business Combination Agreement, Pubco will be wholly-owned by David John Williams, who is not a U.S. citizen or resident.

Pursuant to the terms of the Business Combination Agreement: (a) Centricus will merge with and into Pubco (the “Merger”), as a result of which the separate corporate existence of Centricus will cease and Pubco will continue as the surviving company, and each issued and outstanding security of Centricus immediately prior to the Merger Effective Time will no longer be outstanding and will automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco in accordance with the terms of the Business Combination Agreement; and (b) Pubco will acquire all of the issued share capital of the Company in exchange for the issue to the Company Shareholders of Pubco ordinary shares and, if applicable, the payment of cash and Earnout Shares (the “Share Acquisition”), such that the Company will be a direct wholly owned subsidiary of Pubco.

In consideration for the Merger of Centricus and Pubco, each Centricus shareholder will receive one Pubco ordinary share and one Pubco warrant for each ordinary share and warrant they hold in Centricus, respectively, immediately prior to the Merger. Each Arqit ordinary share will be acquired by Pubco in exchange for 46.06 ordinary shares of Pubco, unless the Arqit shareholder has opted to receive a portion of their consideration in cash, in which case the number of Pubco ordinary shares will be reduced proportionately. The amount of cash paid in connection with the acquisition of Arqit ordinary shares will be determined based on, and is conditional upon, the amount of cash held by Pubco and Centricus prior to such acquisition.

In addition, immediately following the Merger Effective Time, the PIPE Investors will subscribe for and purchase 7,100,000 Pubco ordinary shares from Pubco for an aggregate purchase price of $71,000,000, as discussed further in the section entitled “— Ancillary Documents — Subscription Agreements” below.

Consideration

Under the Business Combination Agreement, at the Merger Effective Time, each issued and outstanding Centricus ordinary share will automatically be converted into and exchanged for the right to receive one Pubco ordinary share, except that the Centricus public shareholders are entitled to elect instead to have their Centricus ordinary shares redeemed and receive a pro rata portion of the Trust Account, as provided in Centricus’ amended and restated memorandum and articles of association. Additionally: (i) each issued and outstanding Centricus public warrant will automatically be converted into and exchanged for the right to receive one Pubco public warrant; and (ii) each issued and outstanding Centricus private placement warrant will automatically be converted into and exchanged for the right to receive one Pubco private warrant. Each of the Pubco public warrants and Pubco private warrants have substantially the same terms and conditions as are in effect with respect to the Centricus public warrants and Centricus private placement warrants immediately prior to the Merger Effective Time.

Under the Business Combination Agreement, at the Share Acquisition Closing, in consideration for the purchase of the Company’s share capital, Pubco will:

(1)

pay to the Company Shareholders their Pro Rata Portion (as defined in the Business Combination Agreement) of the lower of (i) the amount (which may be zero) by which the Parent Closing Cash (as defined in the Business Combination Agreement) exceeds $500,000,000, and (ii) $90,000,000 (the “Cash Consideration”) (only if the relevant Company Shareholder has elected to receive Cash Consideration in accordance with the terms of the Business Combination Agreement); and

​

(2)

issue to the Company Shareholders their Pro Rata Portion of an aggregate number of Pubco ordinary shares with an aggregate value equal to $900,000,000 less the Cash Consideration, if any (the “Exchange Shares”) (and only if the relevant Company Shareholder has elected to receive Cash Consideration in accordance with the terms of the Business Combination Agreement).

​

As of the date of this proxy statement/prospectus, Centricus Acquisition Corp. held $345,000,000 in the Trust Account, and an additional $71,000,000 has been raised through the PIPE Financing, for a total amount of estimated Parent Closing Cash of $416,000,000. Therefore, even in the scenario where there are no shareholder redemptions, it is unlikely that any “Closing Cash Payment Amount” will be paid to the Company Shareholders.

 

84

 

As an additional consideration for the Share Acquisition, as soon as reasonably practicable (but in any event, within ten (10) business days) after the satisfaction of the Earnout Condition, Pubco will issue to the Company Shareholders their Pro Rata Portion of the Earnout Shares. In the event the Earnout Condition is not satisfied within the period that is three (3) years following the Share Acquisition Closing, the contingent right and entitlement of the Company Shareholders to the Earnout Shares shall cease to exist.

Closing

The Merger Closing will occur on the third business day following the satisfaction or waiver of the conditions to the Merger Closing set forth in the Business Combination Agreement, as discussed further in the section entitled “— Closing Conditions” below (other than those conditions that by their nature are to be fulfilled at the Merger Closing, but subject to the satisfaction or waiver of such conditions), or at such other date as Centricus, Pubco and the Company may agree in writing. The Share Acquisition Closing will occur on the first business day following the Merger Closing.

Each of the Merger Closing and Share Acquisition Closing will take place virtually or at such place as Centricus, Pubco and the Company may agree in writing, and at such times on the Merger Closing Date and the Share Acquisition Closing Date as Centricus, Pubco and the Company agree in writing.

Warranties

The Business Combination Agreement contains warranties of Centricus, Pubco, the Company and the shareholders of the Company party thereto, certain of which are qualified by materiality and Material Adverse Effect and may be further modified and limited by the disclosure schedules. See the section entitled “—​Material Adverse Effect” below. The warranties of Centricus are also qualified by information included in Centricus’ public filings, filed or submitted to the SEC on or prior to the date of the Business Combination Agreement.

Warranties of Centricus

Centricus has made warranties to the Company, Pubco and the Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, SEC filings, financial statements, internal controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees, properties, material contracts, transactions with related persons, Investment Company Act, finders’ and brokers’ fees, sanctions and certain business practices, insurance, no misleading information supplied and the Trust Account.

The warranties of Centricus identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to: (i) Section 4.1 (Organization and Standing); (ii) Section 4.2 (Authorization; Binding Agreement); (iii) Section 4.3 (Governmental Approvals); (iv) Section 4.4 (Non-Contravention); (v) Section 4.5 (Capitalization); and (vi) Section 4.16 (Finders and Brokers) (collectively, the “Centricus Fundamental Warranties”).

Warranties of Pubco

Pubco has made warranties to Centricus, the Company and the Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, limited activities, finders’ and brokers’ fees, Investment Company Act and no misleading information supplied.

The warranties of Pubco identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to: (i) Section 5.1 (Organization and Standing); (ii) Section 5.2 (Authorization; Binding Agreement); (iii) Section 5.3 (Governmental Approvals); (iv) Section 5.4 (Non-Contravention); (v) Section 5.5 (Capitalization); and (vi) Section 5.7 (Finders and Brokers) (collectively, the “Pubco Fundamental Warranties”).

Warranties of the Company

The Company has made warranties (on behalf of itself and its subsidiaries) to Centricus relating to, among other things, organization and standing, due authorization and binding agreement, capitalization,

 

85

 

company subsidiaries, governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts, intellectual property, IT systems, taxes and returns, real property, personal property, title and sufficiency of assets, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, data protection and cybersecurity, sanctions and certain business practices, Investment Company Act, finders’ and brokers’ fees, no misleading information supplied and no TID U.S. business.

The warranties of the Company identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to: (i) Section 6.1 (Organization and Standing); (ii) Section 6.2 (Authorization; Binding Agreement); (iii) Section 6.3 (Capitalization); (iv) Section 6.4 (Subsidiaries); (v) Section 6.5 (Governmental Approvals); (vi) Section 6.6 (Non-Contravention); and (vii) Section 6.27 (Finders and Brokers) (collectively, the “Company Fundamental Warranties”).

Warranties of the Company Shareholders

Each Company Shareholder has made warranties (with respect to itself only) to Centricus and the Company relating to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non-contravention, no litigation, certain investment warranties, finders’ and brokers’ fees and no misleading information supplied.

The warranties of the Company Shareholders identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to: (i) Section 7.1 (Organization and Standing); (ii) 7.2 (Authorization; Binding Agreement); (iii) Section 7.3 (Ownership); (iv) Section 7.4 (Governmental Approvals); (v) Section 7.5 (Non-Contravention); and (vi) Section 7.8 (Finders and Brokers) (collectively, the “Company Shareholders Fundamental Warranties”).

Survival of Warranties

No warranties and covenants of Pubco, Centricus, the Company, the Company Shareholders contained in the Business Combination Agreement will survive the Share Acquisition Closing, except that fraud claims will survive the Share Acquisition Closing indefinitely.

Material Adverse Effect

Pursuant to the Business Combination Agreement, a material adverse effect (“Material Adverse Effect”) means, with respect to any specified person, any fact, event, occurrence, change or effect that (a) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the business, assets, liabilities, results of operations, or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent or materially delay or materially impede the ability of such person or any of its subsidiaries to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however, that for purposes of clause (a) above, any fact, event, occurrence, change or effect directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, facts, events, occurrences, changes or effects) will not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general global, national, regional, state or local changes in the financial or securities markets or general economic or political or social conditions in the country or region in which such person or any of its subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such person or any of its subsidiaries principally operate; (iii) changes or proposed changes in GAAP, IFRS or other applicable accounting principles or mandatory changes in the regulatory accounting requirements (or any interpretation thereof) applicable to any industry in which such person and its subsidiaries principally operate; (iv) conditions caused by acts of God, epidemic, pandemics (including COVID-19 or any mutation or variation thereof, or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of the Business Combination Agreement), terrorism, war (whether or not declared), natural or man-made disaster (including earthquakes, hurricanes and tornados), civil unrest or terrorism; (v) any failure in and of itself by such person and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered in

 

86

 

determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by another exception herein); (vi), changes attributable to the public announcement or pendency of the Proposed Transactions (including the impact thereof on relationships with customers, suppliers or employees); (vii) changes or proposed changes in applicable law (or any interpretation thereof) after the date of the Business Combination Agreement; (viii) any actions required to be taken, or required not to be taken, pursuant to the terms of the Business Combination Agreement; (ix) in respect of the Company, any action taken by, or at the written request of, Centricus and in respect of Centricus or Pubco, any action taken by, or at the written request of, the Company; and (x) with respect to Centricus, the consummation and effects of the redemption; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i)  — (ix) (as applicable) immediately above will be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such person or any of its subsidiaries compared to other participants in the industries and geographic location in which such person or any of its subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, with respect to Centricus, the amount of the redemption or the failure to obtain the required Centricus shareholder approval will not be deemed to be a Material Adverse Effect on or with respect to Centricus.

Covenants and Agreements

Conduct of Business by the Company and the Company Shareholders

The Company has agreed that, from the date of the Business Combination Agreement through the earlier of the termination of the Business Combination Agreement and the Merger Closing Date (the “Interim Period”), except as otherwise explicitly contemplated by the Business Combination Agreement, including the schedules thereto, and the Ancillary Documents, or as required by applicable law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Company’s subsidiaries and their operations, the Company shall (and shall cause its subsidiaries): (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice and (ii) comply with all laws in all material respects applicable to the Company and its subsidiaries and their respective businesses, assets and employees.

During the Interim Period, the Company has also agreed not to, and to cause its subsidiaries not to, except as otherwise explicitly contemplated by the Business Combination Agreement, including the schedules thereto, and the Ancillary Documents, or as required by applicable law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19 to protect the wellbeing of the employees generally or to mitigate the impact on the Company’s subsidiaries and their operations, or as consented to by Centricus in writing (which consent will not be unreasonably withheld, conditioned or delayed):

•

amend, waive or otherwise change, in any respect, its organizational documents;

​

•

authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third party with respect to such securities, other than in the ordinary course of business of the Company where recruitment involves options being offered, provided that any persons to whom such options are granted shall be required to rollover such options in accordance with the terms of this Agreement as if such person had been a optionholder of the Company immediately prior to the date of this Agreement and such options in aggregate do not exceed the number of options currently available for grant under the current share option pool;

​

•

split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

​

•

incur, create, assume or otherwise become liable for any indebtedness in excess of $500,000 individually or $2,000,000 in the aggregate, make a loan or advance to or investment in any third party (other than

​

 

87

 

advancement of expenses to employees in the ordinary course of business consistent with past practice), or guarantee or endorse any indebtedness, liability or obligation of any person in excess of $500,000 individually or $2,000,000 in the aggregate, in each case, except for hedging or over-the-counter derivatives transactions in the ordinary course of business consistent with past practice;

•

(i) increase the wages, salaries or compensation of its employees other than in the ordinary course of business consistent with past practice, (ii) make or commit to make any bonus payment to any employee, subject to limited exceptions, (iii) grant any severance, retention, change in control or termination or similar pay, subject to limited exceptions, (iv) establish any trust or take any other action to secure the payment of any compensation payable by the Company, (v) materially increase other benefits of employees generally, or enter into, establish, materially amend or terminate any company benefit plan with, for or in respect of any current consultant, officer, manager director or employee, subject to limited exceptions, (vi) hire any employee with an annual base salary greater than or equal to $200,000 or engage any person as an independent contractor other than in the ordinary course of business consistent with past practice, or (vii) terminate the employment of any employee other than for cause or in the ordinary course of business consistent with past practice;

​

•

waive any restrictive covenant obligations of any employee or individual independent contractor of the Company or any of its subsidiaries;

​

•