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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