Sec Form 13D Filing - D2BW Ltd filing for Arqit Quantum Inc. (ARQQ) - 2024-12-18

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:D2BW and Mr. Bestwick sold Ordinary Shares on the dates and in the amounts as follows:D2BW12/11/24:50,00012/12/24:83,22912/13/24:6,38012/16/24:45,49212/17/24:50,000Mr. Bestwick12/13/24:45,80512/16/24:34,19512/17/24:40,000The Reporting Persons reserve the right to increase or decrease their positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons reserve the right to change their intentions with respect to any and all matters referred to in this Item 4.

Item 5 of the Schedule 13D is hereby amended and restated as follows:As of the date hereof, each Reporting Person's beneficial ownership is as follows (based upon 12,504,009 Ordinary Shares issued and outstanding as of December 3, 2024):D2BW LimitedOrdinary SharesAmount beneficially owned:251,280Percent of class:2.0David WilliamsOrdinary Shares(a)Amount beneficially owned:726,723(b)Percent of class:5.8David BestwickOrdinary Shares(a)Amount beneficially owned:414,269(b)Percent of class:3.3

D2BW Limited:Number of shares as to which the person has:(i)Sole power to vote or to direct the vote0(ii)Shared power to vote or to direct the vote251,280(iii)Sole power to dispose or to direct the disposition of0(iv)Shared power to dispose or to direct the disposition of251,280David Williams:Number of shares as to which the person has:(i)Sole power to vote or to direct the vote3,098(ii)Shared power to vote or to direct the vote723,625(iii)Sole power to dispose or to direct the disposition of3,098(iv)Shared power to dispose or to direct the disposition of291,280David Bestwick:Number of shares as to which the person has:(i)Sole power to vote or to direct the vote122,989(ii)Shared power to vote or to direct the vote291,280(iii)Sole power to dispose or to direct the disposition of122,989(iv)Shared power to dispose or to direct the disposition of291,280Mr. Williams and Mr. Bestwick collectively own all of the outstanding share capital of D2BW Limited, and hold voting power over 40,000 Ordinary Shares owned by the Williams and Bestwick Foundation, and are therefore deemed beneficial owners of the Ordinary Shares of the Issuer directly held by D2BW Limited and the Williams and Bestwick Foundation.In addition to the 251,280 Ordinary Shares of the Issuer owned by D2BW Limited and 40,000 Ordinary Shares owned by the Williams and Bestwick Foundation, Mr. Williams has shared ownership over 432,345 shares over which he holds an irrevocable voting proxy, and has sole direct ownership of an additional 3,098 Ordinary Shares of the Issuer, including shares that were issued upon the vesting of restricted share units that were granted to Mr. Williams in connection with his services to the Issuer.In addition to the 251,280 Ordinary Shares of the Issuer ow ned by D2BW Limited and 40,000 Ordinary Shares owned by the Williams and Bestwick Foundation, Mr. Bestwick directly owns an additional 122,989 Ordinary Shares of the Issuer, including shares that were issued upon the vesting of restricted share units that were granted to Mr. Bestwick in connection with his services to the Issuer.As a result of the voting proxy discussed in Item 4, Mr. Williams and his ex-wife may be deemed to be a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Notwithstanding such voting proxy, the filing of this Amendment shall not be construed as an admission that Mr. Williams is, for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of any securities directly held by his ex-wife. Mr. Williams assumes no responsibility for any information contained in any filing made pursuant to Section 13 of the Exchange Act by his ex-wife and expressly disclaims beneficial ownership of any securities owned or acquired by his ex-wife.Each Reporting Person disclaims beneficial ownership in the Ordinary Shares reported on this Schedule 13D except to the extent of the Reporting Person's respective pecuniary interest therein. The filing of this Amendment shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

Except as set forth in Item 3, within the last 60 days, no reportable transactions were effected by any Reporting Person.

No persons other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from the disposition of the Ordinary Shares to which this Schedule 13D relates.

Not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:To the extent applicable, the information in Items 3 and 4 is incorporated by reference herein.