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April 17, 2024
Christopher Boehmler
Chief Financial Officer
Quantum Computing Inc.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Re:Quantum Computing Inc.
Form 10-K filed on April 01, 2024
File No. 001-40615
Dear Christopher Boehmler:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed on April 01, 2024
Consolidated Statement of Operations, page F-4
1.It appears that cost of revenue is being presented exclusive of depreciation and
amortization while you are presenting a gross profit on the face of your Consolidated
Statement of Operations. If an amount of the depreciation and amortization should be
allocated to cost of revenue and is material, please revise to include such amounts in the
cost of revenue section.  Alternatively, if you elect to exclude amortization and
depreciation from cost of revenues, you must also remove the measures of gross profit and
relabel the cost of revenue line item to indicate that it excludes depreciation and
amortization. Refer to SAB topic 11.B.
Notes to Consolidated Financial Statements
Note 1- Nature of the Organization and Business, page F-8
2.Please disclose your software development costs capitalization policy for internal-use and
external-use software in your future filings. Refer to ASC 350-40-15-2 to 15-5 and 985-
20. In addition, if some or all of the software cost are within the scope of ASC 985-20, the

 FirstName LastNameChristopher  Boehmler
 Comapany NameQuantum Computing Inc.
 April 17, 2024 Page 2
 FirstName LastNameChristopher  Boehmler
Quantum Computing Inc.
April 17, 2024
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amortization expense of capitalized software costs shall be charged to cost of sales.
Net Loss Per Share, page F-11
3.Please provide the disclosures required by ASC 260-10-50 for the computation of basic
and diluted loss per share for each period presented. The disclosures are to include the
number of shares, by type of potentially dilutive security, that could potentially dilute
earnings per share in the future but that were not included in the computation of diluted
loss per share because to do so would have been anti-dilutive for the periods presented.  It
appears you include potential anti-dilutive shares in your diluted loss per share
calculation. Refer to ASC 260-10-45-18. In addition, the warrants that have an exercisable
at $0.0001 (i.e., Issuance date June 16, 2022) should be accounted for in accordance with
ASC 260-10-45-13.
4.Please clarify how you calculated the weighted-average number of common shares
outstanding. Refer to ASC 260-10-45-10.  It appears that you are using the ending balance
instead of an weighted-average number. If true, please tell us whether a restated amount is
material to your financial statements and an amendment is necessary. If the correction is
not material, please revise in future filings.
Note 12 - Operating Leases , page F-21
5.You disclose that your leases do not provide an implicit rate and you use an estimated
incremental borrowing rate based on the information available at the lease commencement
date in determining the present value of lease payments. Please revise in future disclosures
to clarify whether the rates implicit in your leases are not readily determinable and if that
is the basis for using your incremental borrowing rate as the discount rate for your leases.
Refer to “Rate Implicit in the Lease” defined in ASC 842-20-20. In addition, please
provide the disclosures outlined in ASC 842-20-50 in future filings.
Note 9 - Capital Stock:
Warrants, page F-21
6.We note your disclosed: “[i]n connection with the QPhoton merger on June 16, 2022, the
Company issued warrants to purchase 6,325,503 shares of the Company’s common
stock.” Meanwhile, on page F-12, you also disclosed: “ [t]he total shares of Company
Common Stock offered for QPhoton was 36,600,82, which…all 7,028,337 warrants to
purchase Common Stock are eventually exercised.” In this regard, please clarify how
many warrants you have issued in connection with the QPhoton merger on June 16, 2022.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 with
any questions.

 FirstName LastNameChristopher  Boehmler
 Comapany NameQuantum Computing Inc.
 April 17, 2024 Page 3
 FirstName LastName
Christopher  Boehmler
Quantum Computing Inc.
April 17, 2024
Page 3
Sincerely,
Division of Corporation Finance
Office of Technology