Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU)
(“Centricus”), a publicly traded special purpose acquisition
company, welcomes the business updates provided to investors by
Arqit Limited (“Arqit”) in recent days and Arqit’s ongoing contract
announcements. Centricus’ extraordinary general meeting will be
held on August 31, 2021 for its shareholders to approve its
proposed business combination with Arqit, a leader in quantum
encryption technology.
Arqit continues to meet or exceed previously announced
milestones. The Arqit software solution was officially launched
this quarter, earlier than planned, to an initial cohort of 20 blue
chip customers. There is no doubt that the world needs stronger and
simpler encryption. A significant number of governmental and
enterprise customers have already made long term revenue
commitments to Arqit, and Arqit’s pipeline of potential new
business is continuously developing. Centricus shares Arqit’s view
that the transparency, credibility and public nature of a US public
listing will be helpful in promoting and positioning Arqit on the
global stage.
Centricus is very pleased by the rapid progress Arqit has made
in marketing and securing contracts for its core product. This
progress is achieved both with governmental customers, where it
provides a ground-breaking solution to the security layer problem
known as joint all-domain command and control, as well as with
industry, particularly in the telecommunications sector, where
Arqit is now working with some of the world’s biggest hardware
vendors and network operators, and in the financial services and
automation sectors. Through this focus, Arqit continues to build a
strong baseload of committed long term customers.
Arqit is unique in solving one of the most pressing technology
problems of our age. An impressive and fast-growing cohort of blue
chip industry and governmental customers are onboard. Upon the
successful consummation of the proposed business combination, Arqit
will be well placed to have the necessary tools to scale up to
deliver on its business proposition.
About Centricus Acquisition Corp.
Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) is a
blank check company incorporated as a Cayman Islands exempted
limited liability company for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Centricus Acquisition Corp., chaired by Manfredi Lefebvre d’Ovidio,
raised $345 million in its IPO in February 2021, which was upsized
due to strong demand and included the underwriters’ full
over-allotment option. Centricus Acquisition Corp. was founded by
the London-based global investment firm Centricus, the Monaco-based
investment group Heritage and Carlo Calabria.
About Arqit Limited
Arqit supplies a unique quantum encryption Platform-as-a-Service
which makes the communications links of any networked device secure
against current and future forms of attack – even from a quantum
computer. Arqit’s product, QuantumCloud™, enables any device to
download a lightweight software agent of less than 200 lines of
code, which can create keys in partnership with any other device.
The keys are computationally secure, don’t exist until the moment
they are needed and can never be known by a third party.
QuantumCloud™ can create limitless volumes of keys in limitless
group sizes and can regulate the secure entrance and exit of a
device in a group. The addressable market for QuantumCloud™ is
every connected device.
On May 12, 2021, Arqit entered into a definitive agreement to
combine with Centricus Acquisition Corp. (NASDAQ: CENHU, CENH,
CENHUW), a special purpose acquisition company, which would result
in Arqit becoming a publicly listed company on the Nasdaq Capital
Market under the name Arqit Quantum Inc.
Additional Information
This communication is being made in respect of the proposed
transaction involving Arqit Limited (“Arqit”), Centricus
Acquisition Corp. (“Centricus”) and Arqit Quantum Inc. (“Pubco”), a
newly formed Cayman holding company. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. In
connection with the proposed transaction, Pubco has filed with the
Securities and Exchange Commission (“SEC”) a registration statement
on Form F-4 that includes a proxy statement of Centricus in
connection with Centricus’ solicitation of proxies for the vote by
Centricus’ shareholders with respect to the proposed transaction
and other matters as may be described in the registration
statement. Pubco and Centricus have also filed other documents with
the SEC regarding the proposed transaction and a proxy
statement/prospectus has been mailed to all holders of Centricus’
Class A ordinary shares. BEFORE MAKING ANY INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM F-4 AND
THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The proxy statement/prospectus, as well as other filings containing
information about Arqit and Centricus are available without charge
at the SEC’s Internet site (http://www.sec.gov). Copies of the
proxy statement/prospectus can also be obtained without charge,
from Arqit’s website at www.arqit.uk, or by directing a request to:
Centricus Acquisition Corp., PO Box 309, Ugland House, Grand
Cayman, KY1- 1104, Cayman Islands.
Participants in Solicitation
Arqit, Centricus and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from Centricus’ shareholders in connection
with the proposed transaction. Information about Centricus’
directors and executive officers and their ownership of Centricus’
securities is set forth in the proxy statement/prospectus.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests is also included in the proxy statement/prospectus.
Shareholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully before making
any investment decisions. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act, or an exemption
therefrom.
Caution About Forward-Looking Statements
This communication includes forward-looking statements. These
forward-looking statements are based on Arqit’s and Centricus’
expectations and beliefs concerning future events and involve risks
and uncertainties that may cause actual results to differ
materially from current expectations. These factors are difficult
to predict accurately and may be beyond Arqit’s and Centricus’
control. Forward-looking statements in this communication or
elsewhere speak only as of the date made. New uncertainties and
risks arise from time to time, and it is impossible for Arqit and
Centricus to predict these events or how they may affect Arqit and
Centricus. Except as required by law, neither Arqit and Centricus
has any duty to, and does not intend to, update or revise the
forward-looking statements in this communication or elsewhere after
the date this communication is issued. In light of these risks and
uncertainties, investors should keep in mind that results, events
or developments discussed in any forward-looking statement made in
this communication may not occur. Uncertainties and risk factors
that could affect Arqit’s and Centricus’ future performance and
cause results to differ from the forward-looking statements in this
release include, but are not limited to: (i) that the business
combination may not be completed in a timely manner or at all,
which may adversely affect the price of Centricus’ securities, (ii)
the risk that the business combination may not be completed by
Centricus’ business combination deadline and the potential failure
to obtain an extension of the business combination deadline if
sought by Centricus, (iii) the failure to satisfy the conditions to
the consummation of the business combination, including the
approval of the Business Combination Agreement by the shareholders
of Centricus and the satisfaction of the minimum trust account
amount following any redemptions by Centricus’ public shareholders,
(iv) the lack of a third-party valuation in determining whether or
not to pursue the business combination, (v) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Business Combination Agreement, (vi) the effect
of the announcement or pendency of the business combination on the
Company’s business relationships, operating results, and business
generally, (vii) risks that the business combination disrupt
current plans and operations of the Company, (viii) the outcome of
any legal proceedings that may be instituted against the Company or
against Centricus related to the Business Combination Agreement or
the business combination, (ix) the ability to maintain the listing
of Centricus’ securities on a national securities exchange, (x)
changes in the competitive and regulated industries in which the
Company operates, variations in operating performance across
competitors, changes in laws and regulations affecting the
Company’s business and changes in the combined capital structure,
(xi) the ability to implement business plans, forecasts, and other
expectations after the completion of the business combination, and
identify and realize additional opportunities, (xii) the potential
inability of the Company to convert its pipeline or orders in
backlog into revenue, (xiii) the potential inability of the Company
to successfully deliver its operational technology which is still
in development, (xiv) the potential delay of the commercial launch
of the Company’s products, (xv) the risk of interruption or failure
of the Company’s information technology and communications system
and (xvi) the enforceability of the Company’s intellectual
property.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210827005160/en/
Centricus Acquisition Corp. James Leviton Finsbury Glover
Hering +44 (0) 20 7251 3801 centricus@finsbury.com
Arqit Limited Arqit: Julie Moon T: +44 7769 9960 E:
Julie.moon@arqit.uk SEC Newgate: arqit@secnewgate.co.uk Investor
relations Enquiries: Gateway: Alex Thompson and John Yi T:
949-574-3860 E: arqit@gatewayir.com
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