Item 8.01. Other Events.
As previously announced, on May 12, 2021, Centricus
Acquisition Corp. (“Centricus”) entered into a business combination agreement (the “Business Combination Agreement”)
by and among Centricus, Arqit Quantum Inc., a Cayman Islands exempted limited liability company (“Pubco”),
Centricus Heritage LLC, a Cayman Islands limited liability company (the “Sponsor”), solely in its capacity as Centricus’
representative, Arqit Limited, a company limited by shares incorporated in England (the “Company”), David John Williams, solely
in his capacity as the representative of the Company’s shareholders, and the shareholders of the Company party thereto. The proposed
business combination (the “Business Combination”) and the other transactions contemplated by the Business Combination Agreement
(together with the Business Combination, the “Proposed Transactions”) are described in the definitive proxy statement/prospectus
filed by Centricus with the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2021. An extraordinary general
meeting (the “Extraordinary General Meeting”) of Centricus’ shareholders is scheduled to be held on August 31, 2021
in connection with the Proposed Transactions.
As of 5:00 pm
Eastern time on August 27, 2021, total of 32,351,570 Class A ordinary shares of Centricus were submitted for redemption in connection
with the Extraordinary General Meeting (the “Redemptions”), subject to any potential request to revoke the Redemptions prior
to the closing of the Business Combination (the “Closing”).
In light of the
above, Heritage Assets SCSP (“Heritage”), an investor in the Sponsor and a party to a subscription agreement with Centricus
and Pubco, intends to purchase up to 2,200,000 Centricus Class A ordinary shares in the secondary market at a price of $10.00 per share
from existing Centricus public shareholders that have submitted their shares for redemption, and such redemptions will be revoked prior
to such purchase. As an incentive to the purchase by Heritage, the Sponsor and certain shareholders of the Company expect to agree to
transfer to Heritage (i) an aggregate number of up to 2,000,000 Pubco ordinary shares from certain affiliates of the Sponsor and certain
shareholders of the Company and (ii) an aggregate number of up to 3,760,000 Pubco warrants from certain affiliates of the Sponsor, in
each case immediately following the Closing.
The
Business Combination Agreement provides that the obligations of each party to consummate the Business Combination is conditioned on,
among other things, the satisfaction or written waiver of a requirement that after taking into account payments by Centricus for the
Redemptions and including any proceeds from the PIPE financing, Centricus and Pubco shall have at least an aggregate of $150.0
million (the “Minimum Cash Condition”) of cash held either in or outside of Centricus’ trust account (the
“Closing Cash”). As a result of the Redemptions, the Closing Cash will not satisfy the Minimum Cash Condition. However,
each of Centricus and the Company expects to waive the Minimum Cash Condition, should the Business Combination and other
related proposals be approved at the Extraordinary General Meeting, on the condition that the Closing Cash will be equal to an
aggregate of at least $100.0 million.
As a result of
the foregoing, Centricus has decided to reschedule the Extraordinary General Meeting from 9:00 a.m., Eastern time on August 31, 2021 to
4:00 p.m., Eastern time on August 31, 2021.
Any demand for
redemption may be withdrawn at any time, with Centricus’ consent, until the vote is taken with respect to the Business Combination.
If a Centricus shareholder has delivered its shares for redemption to Centricus’ transfer agent and has decided within the required
timeframe not to exercise its redemption rights, it may request that Centricus’ transfer agent return the shares (physically or
electronically). Such requests may be made by contacting Centricus’ transfer agent at:
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, NY 10004
Attention:
Mark Zimkind
Email: Mzimkind@continentalstock.com
Additional Information and Where to Find It
In connection with the Proposed Transactions, Pubco
has filed a Registration Statement on Form F-4 with the SEC that includes a proxy statement of Centricus that also constitutes a prospectus
of Pubco (the “Proxy Statement/Prospectus”). The definitive Proxy Statement/Prospectus has been mailed to Centricus’
shareholders. Centricus, the Company and Pubco urge investors, shareholders and other interested persons to read, when available, the
Registration Statement, including the preliminary Proxy Statement/Prospectus, and amendments thereto, and the definitive Proxy Statement/Prospectus,
as well as other documents filed with the SEC, because these documents will contain important information about Centricus, the Company,
Pubco and the Proposed Transactions. Such persons can also read the final prospectus from Centricus’ initial public offering for
a description of the security holdings of Centricus’ officers and directors and their respective interests as security holders in
the consummation of the Proposed Transactions. The definitive Proxy Statement/Prospectus has been mailed to Centricus’ shareholders
as of a record date established for voting on the Proposed Transactions. Centricus’ shareholders will also be able to obtain a copy
of such documents, without charge, by directing a request to: Centricus Acquisition Corp., Boundary Hall, Cricket Square, PO Box 1093,
Grand Cayman, KY1-1102, Cayman Islands. These documents can also be obtained, without charge, at the SEC’s website (http://www.sec.gov).
Participants in Solicitation
Centricus, the Company, Pubco and their
respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Centricus’ shareholders in connection with the Proposed Transactions. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of Centricus’
directors and executive officers in the final prospectus from Centricus’ initial public offering, which was filed with the SEC
on February 5, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of
proxies of Centricus’ shareholders in connection with the Proposed Transactions is set forth in the Proxy Statement/Prospectus
for the Proposed Transactions. Information concerning the interests of Centricus’ and the Company’s participants in the
solicitation, which may, in some cases, be different than those of Centricus’ and the Company’s equity holders
generally, is set forth in the Proxy Statement/Prospectus relating to the Proposed Transactions.
Non-Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions
and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Centricus, Pubco or the Company, nor
shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward Looking Statements
This Current Report on Form 8-K (including
certain of the exhibits hereto) includes certain statements that are not historical facts but are forward-looking statements for
purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ from the forward-looking statements. The forward-looking statements contained or
incorporated by reference in this Current Report on Form 8-K are based on Centricus’ and the Company’s current
expectations and beliefs concerning future developments and their potential effects on Centricus and the Company. There can be no
assurance that future developments affecting Centricus and the Company will be those that Centricus and the Company have
anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Centricus’ and
the Company’s control) or other assumptions. Many factors could cause actual results or performance to be materially different
from those expressed or implied by the forward-looking statements in this presentation, including (i) that the Proposed
Transactions 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 Proposed Transactions 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 Proposed Transactions, 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 Proposed Transactions,
(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 Proposed Transactions on the Company’s business
relationships, operating results, and business generally, (vii) risks that the Proposed Transactions 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 Proposed Transactions, (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 Proposed Transactions, 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, (xvi) the enforceability of the Company’s intellectual property and (xvii) the purchase
by Heritage of the Centricus Class A ordinary shares in the secondary market and the related revocation of redemptions.
The foregoing list of factors is not exclusive. Additional information
concerning certain of these and other risk factors is contained in Centricus’ most recent filings with the SEC and is contained
in the Registration Statement, including the Proxy Statement/Prospectus filed in connection with the Proposed Transactions. All subsequent
written and oral forward-looking statements concerning Centricus, the Company or Pubco, the transactions described herein or other matters
and attributable to Centricus, the Company, Pubco or any person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as
of the date made. Each of Centricus, the Company and Pubco expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto
or any change in events, conditions or circumstances on which any statement is based.