United States securities and exchange commission logo





June 24, 2021

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

Re: Arqit Quantum Inc.
Registration
Statement on Form F-4
Filed May 28, 2021
File No. 333-256591

Dear Mr. Williams:

We have reviewed your registration statement and have the
following comments. In
some of our comments, 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 comments apply 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 filed May 28, 2021

Summary of the Proxy Statement/Prospectus, page 30

1. We note that you
anticipate that the company's shareholders will hold a majority of the
voting power of the
combined company. Please disclose whether Pubco expects to be a
controlled company
under the rules of the Nasdaq. If so, please disclose such status and
the consequences. Also
disclose whether Pubco intends to avail itself to the corporate
governance exemptions
afforded to a controlled company under the rules of Nasdaq.
David Williams
FirstName LastNameDavid Williams
Arqit Quantum Inc.
Comapany
June NameArqit Quantum Inc.
24, 2021
June 24,
Page 2 2021 Page 2
FirstName LastName
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 39

2. Please explain why you did not provide historical and equivalent per
share data as
required by Item 3(g) of Form F-4.
Risk Factors
Risks Related to Centricus and the Proposed Transactions, page 54

3. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other shareholders experience a negative rate of
return in the post-
business combination company.
Risks Related to Pubco Following the Consummation of the Proposed Transactions,
page 68

4. We note your disclosure on page 198 that Pubco has chosen to take
advantage of the
extended transition period for complying with new or revised
accounting standards. Please
revise your risk factor to highlight this election and explain that
this will allow you to
delay the adoption of new or revised accounting standards that have
different effective
dates for public and private companies until those standards apply to
private companies,
and disclose that your financial statements may not be comparable to
companies that
comply with all public company accounting standards which could impact
the valuation of
your securities.
5. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
Proposal No. 1 - The Business Combination Proposal
Certain Unaudited Prospective Financial Information of the Company, page 104

6. We note your risk factor cautioning investors about the difficulty in
projecting future
results largely because of the company's early stage of development.
Please clarify the
specific material assumptions for the significant increases in your
revenues after 2023.
For example, did you consider actual contracts with customers when
developing your
revenue projections.
Material U.S. Federal Income Tax Considerations, page 107

7. The Business Combination Agreement indicates that the parties intend
for the merger to
be tax free to U.S. holders who receive shares in the business
combination under Section
368(a) of the Internal Revenue Code. To support such a conclusion,
please include an
opinion of counsel that supports this conclusion. See Item 601(b)(8)
of Regulation S-K.
David Williams
FirstName LastNameDavid Williams
Arqit Quantum Inc.
Comapany
June NameArqit Quantum Inc.
24, 2021
June 24,
Page 3 2021 Page 3
FirstName LastName
Total Addressable Market, page 144

8. Please disclose any material assumptions and limitations associated
with your estimate of
your global addressable market as addressed in Gartner s report.
Information Related to Arqit
Intellectual Property, page 152

9. Please disclose a date range for the expected durations of your
existing patents.
Description of Proposed Transactions, page 162

10. Please disclose the share exchange ratios in the mergers of Centricus
and PubCo, followed
by PubCo and Arqit. Please similarly clarify your disclosures of the
mergers elsewhere in
your filing, as applicable.
Basis of Pro Forma Presentation, page 164

11. Please clarify the business purpose of the $90 million cash
distribution to be paid to the
former shareholders of Arqit Limited and explain how it will be
funded. Please provide
similar disclosure on page 82 and elsewhere, as applicable.
Unaudited Pro Forma Combined Financial Information
Unaudited Pro Forma Combined Balance Sheet, page 166

12. Please revise the pro forma balance sheet to present first a Centricus
Acquisition Corp. pro
forma balance sheet assuming no redemptions and a Centricus
Acquisition Corp. pro
forma balance sheet assuming maximum redemptions, before presenting
the pro forma
combined balance sheets. The Centricus Acquisition Corp. pro forma
balance sheet
adjustments should give effect to:
reclassification of cash held in the trust account to cash;
the payment of deferred underwriters fees and other costs; and
the cash payment to redeeming Centricus Acquisition Corp. public
stockholders
under the maximum redemption scenario.
13. Please present an Arqit Ltd. pro forma balance sheet before presenting
the pro forma
combined balance sheets. Present in a separate column following the
Arqit Ltd. historical
balance sheet, pro forma adjustments to give effect to:
conversion of Arqit s Company Loan Notes outstanding into
ordinary shares; and
an accrual for the estimated direct and incremental transaction
costs incurred by Arqit
Ltd. related to the Business Combination.
See Rule 11-02(b)4 of Regulation S-X.
David Williams
FirstName LastNameDavid Williams
Arqit Quantum Inc.
Comapany
June NameArqit Quantum Inc.
24, 2021
June 24,
Page 4 2021 Page 4
FirstName LastName
Arqit's Management's Discussion and Analysis of Financial Condition and Results
of Operations,
page 178

14. Please revise to discuss the impact of the COVID-19 pandemic on the
company s business
during the periods presented.
Arqit Limited Financial Statements
General, page F-37

15. Please provide updated interim financial information for Arqit Limited
here and
throughout the filing. Please refer to the guidance in Item 8.A.5 of
the Instructions to
Form 20-F.
Statement of Comprehensive Income, page F-37

16. Please advise as to how you have complied with IAS 1, paragraphs 97
and 99 to 105 in
presenting your Statement of Comprehensive Income and related
disclosures of expenses
by nature and function.
Note 1. General information and significant accounting policies
Capitalisation of development costs, page F-49

17. Please tell us and disclose in more detail how you met the criteria in
paragraph 57
of IAS 38 for the capitalized development costs, in particular how you
determine when a
product development project has reached a defined milestone. Please
further expand your
policy to disclose the circumstances that would allow you to begin
amortization
of development costs.
Accounting treatment of income from European Space Agency ( ESA ), page
F-50

18. We note you that in your view it is a reasonable judgement that IAS 20
is not applicable in
accounting for the agreement with European Space Agency. Please
explain how you
determined that the agreement was more appropriately in scope of IFRS
15. Furthermore,
please revise herein and in footnote 3, as applicable, to clearly
disclose sufficient
information to enable users of financial statements to understand the
nature,
amount, timing and uncertainty of revenue and cash flows pursuant to
IFRS 15 paragraphs
110-128. For example, disclose the transaction price allocated to the
remaining
performance obligations that are unsatisfied as of September 30, 2020,
the performance
period or term of the agreement and if revenue is recognized over time
or at a point in
time. Quantify both current and non-current deferred income for each
period presented.
Note 10. Intangible fixed assets, page F-58

19. Regarding your intangible assets as of September 30, 2020 please tell
us how you have
complied with IAS 1 and 8 - Presentation of Financial Statements and
Disclosure of
Accounting Policies related to disclosures over those assets as well
as disclosures
David Williams
Arqit Quantum Inc.
June 24, 2021
Page 5
under IAS 38 - Intangible Assets, paragraphs 118-123.

In addition, please explain why you have not begun amortization of your
intangibles.
Refer to IAS 38 paragraph 97 where "(a)mortisation shall begin when the
asset is
available for use, i.e. when it is in the location and condition
necessary for it to be capable
of operating in the manner intended by management."
Signatures, page II-4

20. Please include the signatures of your principal financial officer and a
majority of the board
of directors. See Instruction 1 to Signatures in Form F-4.
General

21. We note that you are registering the 90,000,000 shares that will be
issued to the
company's shareholders. We also note that all of the company's
shareholders have
approved the Business Combination Agreement. Tell us why it is
appropriate to register
these shares in light of the fact that these investors appear to have
already made their
investment decision. See Compliance and Disclosure Interpretation 239.13
for further
guidance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

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,
FirstName LastNameDavid Williams
Division of
Corporation Finance
Comapany NameArqit Quantum Inc.
Office of
Technology
June 24, 2021 Page 5
cc: Monica Holden
FirstName LastName