United States securities and exchange commission logo





                             July 27, 2021

       David Williams
       Chief Executive Officer
       Arqit Quantum Inc.
       1st Floor, 3 More London Riverside
       London SE1 2RE, United Kingdom

                                                        Re: Arqit Quantum Inc.
                                                            Amendment No. 2 to
Registration Statement on Form F-4
                                                            Filed July 26, 2021

       Dear Mr. Williams:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-4

       Beneficial Ownership of Securities, page 219

   1.                                                   Please indicate whether
each of D2BW Limited and The Evolution Technology Fund II,
                                                        SCSp. is directly or
indirectly owned or controlled by another corporation, by any foreign
                                                        government or by any
other natural or legal person. If so, briefly describe the nature of
                                                        such control, including
the amount and proportion of capital held giving a right to vote.
 David Williams
FirstName  LastNameDavid Williams
Arqit Quantum  Inc.
Comapany
July       NameArqit Quantum Inc.
     27, 2021
July 27,
Page  2 2021 Page 2
FirstName LastName
        You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or
Craig Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding
comments on
the financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney,
at (202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Monica Holden