STOCKHOLDERS' EQUITY |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| STOCKHOLDERS' EQUITY | NOTE. 10 STOCKHOLDERS' EQUITY Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions, the certificate of incorporation of Quantinuum, Inc. was amended and restated to, among other things, provide for the authorization of (i) 2,000,000,000 shares of Class A common stock with a par value of $0.0001 per share, (ii) 2,000,000,000 shares of Class B common stock with a par value of $0.0001 per share, and (iii) 20,000,000 shares of preferred stock with a par value of $0.0001 per share. The voting rights of the holders of Class A common stock and Class B common stock are identical. Each share of Class A common stock has economic rights. Each share of Class B common stock is cancellable upon the redemption or exchange of one Common Unit for, at Quantinuum Inc.’s election, cash or one share of Class A common stock and has no economic rights. Recapitalization from the Reorganization Transactions In connection with the Reorganization Transactions, all equity interests in Quantinuum (Cayman) were reclassified Common Units of Quantinuum Holdings. The following is a summary of the securities reclassified in connection with the Reorganization Transactions: •All issued and outstanding common stock of Quantinuum (Cayman) prior to the Reorganization Transactions were converted or exchanged into Common Units. The Continuing Common Unitholders also received Class B common stock of Quantinuum Inc. on a one-to-one basis with their Common Unit ownership, which grants voting rights identical to Class A common stock but does not entitle holders to receive any distributions or participate in any dividends. •All issued and outstanding Series A, Series A‑1 and Series B convertible redeemable preferred stock of Quantinuum (Cayman) prior to the Reorganization Transactions were converted or exchanged into Common Units. The Continuing Common Unitholders also received Class B common stock on a one-to-one basis with their Common Unit ownership. •All issued and outstanding restricted Class C share awards and RSUs of Quantinuum (Cayman) were converted into Quantinuum Inc. Class A common stock or RSUs. •All preferred equity warrants automatically exercised, with the resulting Series A convertible redeemable preferred stock of Quantinuum (Cayman) converting into Common Units consistent with other preferred holders. Following the Reorganization Transactions, Continuing Common Unitholders received 228,107,842 Common Units of Quantinuum Holdings and a corresponding number of shares of Class B common stock on a one‑for‑one basis. Blocker shareholders received 1,963,991 shares of Class A common stock in exchange for their interests in the Blocker entity. As of June 30, 2026, 36,134,196 shares of Class A common stock and 226,771,877 shares of Class B common stock were issued and outstanding. The amended and restated certificate of incorporation and the Quantinuum Holdings LLCA require the Company to, at all times, maintain (i) a one‑to‑one ratio between the number of Common Units owned by the Company and the number of shares of Class A common stock outstanding and (ii) a one‑to‑one ratio between the number of shares of Class B common stock and the number of Common Units owned by the Continuing Common Unitholders. Additional information regarding Common Units of Quantinuum Holdings is included in Note 11 — Non-Controlling Interests. Initial Public Offering As described in Note 1 — Description of Organization, in connection with the IPO, the Company issued 28,500,000 shares of Class A common stock (including 500,000 shares sold pursuant to the exercise of the underwriters option to purchase additional shares) and used the net proceeds to acquire an equivalent number of newly issued Common Units of Quantinuum Holdings. Preferred Stock As of June 30, 2026, there are no shares of preferred stock outstanding. Under the terms of the Company’s amended and restated certificate of incorporation, the Board of Directors is authorized, without further stockholder approval, to issue shares of preferred stock in one or more series. The Board of Directors has the discretion to determine the number and designation of such series and the powers, rights, preferences, privileges, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, and the qualifications, limitations, or restrictions, of each series of preferred stock.
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