NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION
TO: (1) ALL BENEFICIAL HOLDERS OF CENTRICUS ACQUISITION CORP. (“CENTRICUS”) UNITS OR CLASS A ORDINARY SHARES AS OF THE JULY 26, 2021 RECORD DATE FOR THE SPECIAL MEETING OF SHAREHOLDERS HELD ON AUGUST 31, 2021 TO CONSIDER APPROVAL OF THE MERGER BETWEEN ARQIT QUANTUM INC. (“ARQIT” OR THE “COMPANY”) AND CENTRICUS (THE “MERGER”); (2) ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED ARQIT ORDINARY SHARES AND/OR ARQIT WARRANTS (“ARQIT SECURITIES”) IN CONNECTION WITH THE MERGER OR ON A U.S. STOCK EXCHANGE BETWEEN SEPTEMBER 7, 2021 AND DECEMBER 13, 2022, INCLUSIVE (THE “CLASS PERIOD”); AND (3) ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED ARQIT SECURITIES PURSUANT OR TRACEABLE TO THE EFFECTIVE “REGISTRATION STATEMENT” AND “PROSPECTUS” (COLLECTIVELY THE “OFFERING MATERIALS”) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) FOR THE SEPTEMBER 2, 2021 OFFERING OF ARQIT SECURITIES IN CONNECTION WITH THE MERGER.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS ACTION. PLEASE NOTE THAT IF YOU ARE A SETTLEMENT CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THE SETTLEMENT PROCEEDS, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM (“PROOF OF CLAIM”) POSTMARKED OR SUBMITTED ONLINE ON OR BEFORE JUNE 22, 2026.
This Notice of (I) Pendency of Class Action, Certification of Settlement Classes, and Proposed Settlement; (II) Settlement Fairness Hearing; and (III) Motion for an Award of Attorneys’ Fees and Reimbursement of Litigation Expenses (“Notice”) has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Eastern District of New York (the “Court”). The purpose of this Notice is to inform you of (a) the pendency of this class action (the “Action”) between Lead Plaintiff Chris Weeks (“Weeks” or “Lead Plaintiff”) and Named Plaintiffs Patrick Hagemeister (“Hagemeister”), Erwin Jay Lack (“Lack”), and Walter Littlejohn III (“Littlejohn,” and collectively with Lead Plaintiff, Hagemeister, and Lack, “Plaintiffs”), and Defendant Arqit Quantum Inc., formerly known to investors as Centricus Acquisition Corp., and Defendants David Williams, Nick Pointon, Carlo Calabria, Stephen Chandler, Manfredi Lefebvre d’Ovidio, Lt. General VeraLinn Jamieson (Ret.), Garth Ritchie, and Gen. Stephen Wilson (Ret.) (collectively, the “Individual Defendants,” and together with the Company, “Defendants”), and (b) the proposed settlement consisting of seven million U.S. dollars (U.S. $7,000,000) in cash (the “Settlement”) and the hearing to be held by the Court on June 1, 2026 to consider the fairness, reasonableness, and adequacy of the Settlement as well as the Fee and Expense Application for (i) Plaintiffs’ Counsel’s fees and expenses and (ii) PSLRA Reimbursement Awards to the Plaintiffs for costs and expenses, including lost wages, incurred in connection with their representation of the Settlement Classes. This Notice describes what steps you may take in relation to the Settlement and this Action.
This Notice is not intended to be, and should not be construed as, an expression of any opinion by the Court with respect to the truth of the allegations in the Action as to any of the Defendants or the merits of the claims or defenses asserted by or against the Defendants. This Notice is solely to advise you of the pendency and proposed Settlement of the Action and of your rights in connection therewith.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT | |
|---|---|
| SUBMIT A PROOF OF CLAIM FORM | The only way to be eligible to receive a payment from the Settlement. Proof of Claim forms must be postmarked or submitted online on or before June 22, 2026. |
| EXCLUDE YOURSELF | Get no payment. This is the only option that would allow you to ever be part of any other lawsuit against the Defendants or any other Released Party about the legal claims being resolved by this Settlement. Should you elect to exclude yourself from the Settlement Classes you should understand that Defendants and the other Released Parties will have the right to assert any and all defenses they may have to any claims that you may seek to assert, including, without limitation, the defense that any such claims are untimely under applicable statutes of limitations and statutes of repose. Requests for exclusion must be received by the Claims Administrator on or before May 11, 2026. Mailing on or before May 11, 2026 is not sufficient. |
| OBJECT | Write to the Court about why you do not like the Settlement, the Plan of Allocation, and/or the Fee and Expense Application. You will still be a Member of the Settlement Classes. Objections must be received by the Court and counsel on or before May 11, 2026. If you submit a written objection, you may (but do not have to) attend the hearing. |
| GO TO THE HEARING ON June 1, 2026 | Ask to speak in Court about the fairness of the Settlement. Requests to speak must be received by the Court and counsel on or before May 11, 2026. |
| DO NOTHING | Receive no payment. You will, however, still be a Member of the Settlement Classes, which means that you give up your right to ever be part of any other lawsuit against the Defendants or any other Released Parties about the legal claims being resolved by this Settlement and you will be bound by any judgments or orders entered by the Court in the Action. |
SUMMARY OF THIS NOTICE
Statement of Class Recovery
Pursuant to the Settlement Agreement described herein, and subject to Court Approval, Plaintiffs, on behalf of the Settlement Classes, have agreed to settle the Action in exchange for a payment of seven million dollars ($7,000,000) in cash (the “Settlement Amount”). The Settlement Amount, minus any Court approved Taxes and Tax Expenses, Notice and Administration Costs, and Fee and Expense Award (the “Net Settlement Fund”) will be distributed to Settlement Class Members according to the Court-approved plan of allocation (the “Plan of Allocation”). The proposed Plan of Allocation is set forth in the Notice on pages [15-27].
Estimate of Average Recovery Per Share
Based on Plaintiffs’ consultant’s estimate of the maximum number of potentially damaged Arqit Securities eligible to recover under the Settlement, Plaintiffs estimate that the Settlement Amount represents an average recovery of approximately $0.23 per Arqit ordinary share and $0.05 per Arqit warrant before deduction of any Taxes, Tax Expenses, Notice and Administration Costs, and the Fee and Expense Award as determined by the Court. Settlement Class Members should note, however, that these are only estimates. An individual Settlement Class Member’s actual recovery will depend on for example: (i) the total number of claims submitted; (ii) the amount of the Net Settlement Fund; (iii) when the Settlement Class Member purchased or acquired Arqit Securities during the Settlement Class Period; and (iv) whether and when the Settlement Class Member sold or disposed of Arqit Securities.See the Plan of Allocation set forth and discussed at pages [15-27] below for more information on the calculation of your claim.
Statement of Potential Outcome of Case
Defendants deny that they are liable to the Settlement Classes and deny that the Settlement Classes have suffered any damages.
The Parties disagree on both liability and damages and do not agree on the amount of damages that would be recoverable if the Settlement Classes prevailed on each claim alleged. Defendants expressly deny that Plaintiffs have asserted any valid claims, expressly deny any and all allegations of fault, liability, wrongdoing, or damages whatsoever, and maintain that their conduct was at all times proper and in compliance with applicable provisions of law. The issues on which the Parties disagree are many, but include: (1) whether Defendants engaged in conduct that would give rise to any liability to the Settlement Classes under the federal securities laws, or any other laws; (2) whether Defendants have valid defenses to any such claims of liability; (3) in respect to Plaintiffs’ Section 10(b) Claims and Section 14(a) Claims (as described herein), (a) the appropriate economic model for determining the amount by which the prices of Arqit Securities were allegedly inflated (if at all) during the Class Period and at the time of the alleged corrective disclosures (as described below), and whether Arqit Securities were in fact artificially inflated and if so, the amount of such inflation, (b) the effect of various market forces on the prices of Arqit Securities at various times during the Class Period at the time of the alleged corrective disclosures, and (c) the extent to which external factors influenced the prices of Arqit Securities at various times during the Class Period at the time of the alleged corrective disclosures; (4) with respect to Plaintiffs’ Securities Act Claims (as described herein), “the value” of Arqit Securities “as of the time [this] suit was brought,” as set forth in 15 U.S.C. § 77k(e), which impacts the potential damages that can be collected by members of the Securities Act Class; (5) the extent to which the various matters that Plaintiffs allege were materially false or misleading influenced (if at all) the prices of Arqit Securities in connection with the Merger and at various times during the Class Period; and (6) the extent to which the various allegedly adverse material facts that Plaintiffs alleged were omitted influenced (if at all) the prices of Arqit Securities in connection with the Mergerand at various times during the Class Period.
Statement of Attorneys’ Fees and Expenses Sought
Since the Action’s inception, Plaintiffs’ Counsel have expended considerable time and effort in the prosecution of this Action on a wholly contingent basis and have advanced the expenses of the Action in the expectation that if they were successful in obtaining a recovery for the Settlement Classes, they would be paid from such recovery. Plaintiffs’ Counsel will apply to the Court for a Fee and Expense Award of attorneys’ fees not to exceed one third (1/3) of the Settlement Amount, or $2,333,333.33, plus expenses not to exceed $175,000, plus interest earned on both amounts at the same rate as earned by the Settlement Fund. If the amounts requested are approved by the Court, the estimated average cost per damaged Arqit Security is $0.06. Plaintiffs and Plaintiffs’ Counsel will also apply to the Court for PSLRA Reimbursement Awards for each Plaintiff to reimburse the Plaintiffs for their reasonable costs and expenses (including lost wages) incurred in their representation of the Class, in an amount not to exceed $7,500 for Lead Plaintiff Weeks and $5,000 each for Named Plaintiffs Hagemeister, Lack and Littlejohn.
Further Information
For further information regarding the Action, this Notice or to review the Settlement Agreement, please contact the Claims Administrator toll-free at (833) 754-5090, or visit the website.
You may also contact a representative of counsel for the Classes: Joshua W. Ruthizer, Wolf Popper LLP, through March 13, 2026: 845 Third Avenue, 12th Floor, New York, NY 10022; after March 13, 2026: 570 Lexington Avenue, 19th Floor, New York, NY 10022, (877) 370-7703.
Please Do Not Call the Court or Defendants with Questions About the Settlement.
Reasons for the Settlement
Based on Plaintiffs’ direct oversight of the prosecution of this matter and with the advice of their counsel, Plaintiffs have agreed to settle and release the Settlement Class Claims pursuant to the terms and provisions of the Settlement Agreement, after considering, among other things: (a) the substantial financial benefit that Plaintiffs and the other Settlement Class Members will receive under the proposed Settlement; and (b) the significant risks and costs of continued litigation and trial, including Plaintiffs’ ability to enforce a monetary judgment entered against Defendants. Defendants are entering into the Settlement Agreement solely to eliminate the uncertainty, burden, distraction, and expense of further protracted litigation.