DESCRIPTION OF ORGANIZATION |
6 Months Ended |
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Jun. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| DESCRIPTION OF ORGANIZATION | NOTE. 1 DESCRIPTION OF ORGANIZATION DESCRIPTION OF BUSINESS Quantinuum Inc. was formed as a Delaware corporation on January 20, 2026 for the purpose of completing an initial public offering and related transactions in order to carry on the business of Quantinuum, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Quantinuum (Cayman)”). Unless the context otherwise requires, all references to the “Company” we,” “us,” and “our,” refer to Quantinuum (Cayman), together with its consolidated subsidiaries, including Quantinuum Holdings, LLC, a Delaware limited liability company (Quantinuum Holdings”). Quantinuum Inc. is the sole managing member of Quantinuum Holdings and operates and controls all of the business and affairs of Quantinuum Holdings, and its direct and indirect subsidiaries, and Quantinuum Inc. conducts its business through Quantinuum Holdings and its subsidiaries. Quantinuum (Cayman) was formed in 2021 from a business combination of Honeywell Quantum Solutions and Cambridge Quantum Computing Limited. The Company is an integrated quantum computing company, providing a full-stack quantum technology solution in order to scale quantum computing and develop applications. The Company is headquartered in Broomfield, Colorado and has operations in the United Kingdom, Germany, Japan, Qatar, and Singapore. Prior to the IPO, we were a majority owned subsidiary and controlled affiliate of Honeywell International Inc. (“Honeywell”). INITIAL PUBLIC OFFERING The Company successfully closed its initial public offering on June 5, 2026 (the “IPO”), upon which the Company issued and sold 28,500,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”) at a public offering price of $60.00 per share, which included 500,000 shares of Class A common stock issued pursuant to the underwriters' option to purchase additional shares of Class A common stock. The IPO generated proceeds of approximately $1,628.8 million, net of underwriting discounts and commissions, which the Company used to purchase newly issued membership units (“Common Units”) from Quantinuum Holdings at a price per unit equal to the public offering price per share of Class A common stock. REORGANIZATION TRANSACTIONS In connection with the completion of the IPO, the Company executed a series of structural corporate transactions (“Reorganization Transactions” and together with the IPO, the “Transactions”): •Quantinuum Merger Sub Ltd. (“Merger Sub”), a newly formed exempted company incorporated with limited liability under the laws of the Cayman Islands, merged with and into Quantinuum (Cayman), with Quantinuum (Cayman) surviving the merger as a direct, wholly owned subsidiary of Quantinuum Holdings, pursuant to which the holders of equity interests in Quantinuum (Cayman) received membership units of Quantinuum Holdings Common Units in exchange for such interests; •Immediately following the merger of Merger Sub with and into Quantinuum (Cayman), Colorado Holdco, an exempted company incorporated with limited liability under the laws of the Cayman Islands that is taxable as a corporation for U.S. federal income tax purposes (the “Blocker Company”) merged with and into Quantinuum Inc., with Quantinuum Inc. surviving the merger (the “Blocker Merger”) in order for the unrelated third-party holders of Class A shares of the Blocker Company prior to the Reorganization Transactions that received shares of our Class A common stock in exchange for their equity interests in the aggregator Blocker Merger (the “Blocker Shareholders” (i.e., the indirect shareholders of Quantinuum (Cayman)) to hold shares of Class A common stock directly in Quantinuum Inc., to simplify both the Quantinuum (Cayman) and Quantinuum Inc. corporate structures in a tax-efficient manner and to eliminate the administrative costs associated with maintaining the Blocker Company as a standalone entity, which entity was formed solely for the purpose of aggregating the Blocker Shareholders’ investment in Quantinuum (Cayman). Pursuant to the Blocker Merger, the Blocker Shareholders received shares of our Class A common stock in exchange for their equity interests in the Blocker Company and, by virtue of the Blocker Merger, Quantinuum Inc. acquired the Common Units held by the Blocker Company. Our affiliate Honeywell had voting control over the Blocker Company prior to the Blocker Merger through its previous ownership of one non-economic voting share of the Blocker Company (for which Honeywell received nominal consideration in the Blocker Merger). Following the Blocker Merger, Honeywell does not have voting control over the shares of our Class A common stock held directly by the Blocker Shareholders; •The Company amended and restated the limited liability company agreement of Quantinuum Holdings (the “Quantinuum Holdings LLCA”) to, among other things, (i) appoint Quantinuum Inc. as the sole managing member of Quantinuum Holdings upon its acquisition of Common Units in the Blocker Merger, and (ii) provide certain redemption rights to certain pre-IPO holders of equity interests in Quantinuum (Cayman) (“Continuing Common Unitholders”); •The Company amended and restated Quantinuum Inc.’s certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on matters presented to our stockholders and on which the holders of the Class A common stock are entitled to vote; (ii) for Class B common stock, $0.0001 par value per share (the “Class B common stock”) with each share of our Class B common stock entitling its holder to one vote per share on matters presented to our stockholders and on which the holders of the Class B common stock are entitled to vote; (iii) that shares of our Class B common stock may only be held by the Continuing Common Unitholders and their respective permitted transferees and (iv) for preferred stock, which can be issued by our board of directors (the “Board of Directors”) in one or more series without stockholder approval; •The Company issued 228,107,842 shares of our Class B common stock to the Continuing Common Unitholders in exchange for nominal consideration, which is equal to the number of Common Units held by such Continuing Common Unitholders following the Transactions; •Quantinuum Inc. entered into (i) a Registration Rights Agreement with certain holders of Class A common stock and certain of the Continuing Common Unitholders and (ii) the Tax Receivable Agreement (the “Tax Receivable Agreement”) with Quantinuum Holdings and Cambridge Quantum Holdings Limited (“Cambridge Quantum”), Honeywell, Honeywell Holdings International Inc. and certain other Continuing Common Unitholders (the “TRA Parties”), as discussed in Note 13 — Income Taxes; •The Company assumed the Quantinuum (Cayman) 2023 Equity Incentive Plan, as amended (the “2023 Plan”), which originally authorized the grant of 6,443,305 Quantinuum (Cayman) Class C shares that, following the IPO were converted into 3,845,117 shares of Class A common stock reserved for issuance, and we assumed contractual obligations to grant RSU awards. In connection with these assumptions, (i) restricted Quantinuum (Cayman) Class C shares granted under the 2023 Plan were converted into 2,898,904 restricted shares of our Class A common stock, (ii) RSU awards granted under the 2023 Plan covering Quantinuum Class C shares were converted into RSU awards covering 757,816 shares of our Class A common stock and (iii) RSU awards covering 8,475,115 shares of our Class A common stock were granted to our employees pursuant to contractual obligations to grant RSU awards. Refer to Note 15 — Stock-Based Compensation for further details; and •The Company’s 6,988,121 preferred equity warrants automatically net exercised, and the resulting preferred stock was converted into 2,503,576 Common Units, and Class B common stock was issued to the Continuing Common Unitholders. The historical Warrant liability was adjusted for the final remeasurement to fair value based on the IPO price before exercise. Refer to Note 7 — Fair Value for further details. Immediately following the Transactions, Quantinuum Inc. became a holding company and its sole material assets are its equity interests in Quantinuum Holdings. As the managing member of Quantinuum Holdings, Quantinuum Inc. operates and controls all the business and affairs of Quantinuum Holdings and conducts its business through Quantinuum Holdings and its subsidiaries. The Reorganization Transactions lacked economic substance and therefore were accounted for in a manner consistent with a reorganization of entities under common control. As a result, the consolidated financial statements of Quantinuum Inc. recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts. Quantinuum Inc. consolidates Quantinuum Holdings in its consolidated financial statements and records a Non-controlling interest related to the Common Units held by the Continuing Common Unitholders on its Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations.
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