Quantinuum Finalizes $100M CHIPS Act Award & Issues 2.37M Shares to U.S. Dept of Commerce

Summary of Material Event

On September 4, 2026, Quantinuum LLC (a subsidiary of Quantinuum Inc., NASDAQ: QNT) entered into an Other Transaction Agreement (the "Award Agreement") with the U.S. Department of Commerce under the CHIPS Act of 2022. On September 8, 2026, Quantinuum finalized a Securities Issuance Agreement granting equity consideration to the Department of Commerce in connection with the award.

---

Key Terms of the Award & Securities Issuance

1. Funding Structure:

   • Total Potential Amount: Up to $100.0 million.
   • Disbursement Schedule:
     • $56.0 million available on or around the Award Date.
     • $32.0 million milestone-based tranche.
     • $12.0 million final milestone-based tranche.
   • Use of Proceeds: Strictly for eligible research and development project costs consistent with an approved budget plan.

2. Securities Issued:

   • Shares Issued: 2,369,528 shares of Class A common stock issued to the Department of Commerce.
   • Exemption: Relying on Section 4(a)(2) and Section 4(a)(1½) exemptions from registration under the Securities Act of 1933.
   • Registration Rights: Quantinuum agreed to file a shelf registration statement within 3 months for resale of the shares, with limitations to at most one underwritten offering in any 12-month period.

3. Covenants & Restrictions:

   • Domestic Production & IP Nexus: Subject inventions must be predominantly manufactured or licensed for production in the U.S. during the 5-year performance period and for 10 years thereafter.
   • Foreign Entity Restrictions: Prohibition against transferring, licensing, or selling Project IP to foreign countries/entities of concern.
   • Clawback & Repurchase Provisions: The Department of Commerce maintains clawback rights (in debt format) for material non-compliance with domestic controls. If the agreement is terminated for convenience by the Department of Commerce, Quantinuum may repurchase unearned shares at an aggregate price of $1.00.
   • Voting Restrictions: The Department of Commerce agreed not to vote its shares except on core matters altering share capitalization or rights adversely.

---

Strategic & Commercial Impact

• Manufacturing & Supply Chain Alliances: Quantinuum is partnering with GlobalFoundries (enlisted for 300mm wafer fabrication of next-gen ion traps and cryogenic control ASICs) and Monarch Quantum (manufacturing lasers and integrated photonics at 422 nm).
• Validation: Quantinuum is the only trapped-ion quantum computing architecture company selected for CHIPS R&D funding, reinforcing its positioning in scalable, fault-tolerant quantum computing.