SecProbe.io

CORRESP
 1
 filename1.htm

 September 17, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

 Attn:
 Matthew Crispino

 Re:
 Arqit Quantum Inc. (the "Company")

 Registration Statement on Form F-3, as amended (File
 No. 333-289939)

 Dear Mr. Crispino:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the Company hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it becomes effective
at 4:00 p.m., Eastern Time, on September 19, 2025, or as soon thereafter as practicable.

 The Company also requests that the Securities and Exchange Commission
confirm the effective date and time of the Registration Statement to Company counsel, White & Case LLP, Attention: Monica Holden,
by email to mholden@whitecase.com.

 [ Signature page follows ]

 Sincerely,

 ARQIT QUANTUM INC.

 By:
 /s/ Andrew Leaver

 Name:
 Andrew Leaver

 Title:
 Chief Executive Officer

 ( Signature Page to F-3 Acceleration Request )

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 9, 2025

Nick Pointon
Chief Financial Officer
Arqit Quantum Inc.
1st Floor, 3 Orchard Place
London SW1H 0BF
United Kingdom

 Re: Arqit Quantum Inc.
 Registration Statement on Form F-3
 Filed August 29, 2025
 File No. 333-289939
Dear Nick Pointon:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Matthew Crispino at 202-551-3456 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
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January 28, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Matthew Derby

    Re:
    Arqit Quantum Inc. (the “Company”)

    Registration
Statement on Form F-3, as amended (File No. 333-284343)

Dear Mr. Derby:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the Company hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it becomes effective
at 4:00 p.m., Eastern Time, on January 29, 2025, or as soon thereafter as practicable.

The Company
also requests that the Securities and Exchange Commission confirm the effective date and time of the Registration Statement to Company
counsel, White & Case LLP, Attention: Monica Holden, by email to mholden@whitecase.com.

[Signature page follows]

    Sincerely,

    ARQIT QUANTUM INC.

    By:

    /s/ Andrew Leaver

    Name:
    Andrew Leaver

    Title:
    Chief Executive Officer

(Signature Page to F-3 Acceleration Request)

January 27, 2025
Andrew Leaver
Chief Executive Officer
Arqit Quantum Inc.
1st Floor, 3 Orchard Place
London, SW1H 0BF United Kingdom
Re:Arqit Quantum Inc.
Registration Statement on Form F-3
Filed January 17, 2025
File No. 333-284343
Dear Andrew Leaver:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Matthew Derby at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Monica Holden

CORRESP
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December 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

 Attn: Lauren Pierce; Jan Woo

 Re: Arqit Quantum Inc. (the “Company”)

Registration Statement on Form F-3, as amended (File No. 333-268786)

Dear Ms. Pierce and Ms. Woo:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the Company hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it becomes effective
at 4:00 p.m., Eastern Time, on December 30, 2022, or as soon thereafter as practicable.

The
Company also requests that the Securities and Exchange Commission confirm the effective date and time of the Registration Statement to
Company counsel, White & Case LLP, Attention: Monica Holden, by email to mholden@whitecase.com.

[Signature page follows]

Sincerely,

ARQIT QUANTUM INC.

By:
/s/ David Williams

Name:
David Williams

Title:
Chief Executive Officer

(Signature Page to F-3 Acceleration Request)

United States securities and exchange commission logo
December 23, 2022
Patrick Wilcox
General Counsel
Arqit Quantum Inc.
Nova North, Floor 7
11 Bressenden Place
London SW1E 5BY, United Kingdom
Re:Arqit Quantum Inc.
Registration Statement on Form F-3
Filed December 14, 2022
File No. 333-268786
Dear Patrick Wilcox:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Lauren Pierce, Staff Attorney, at (202) 551-3887 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Elliot Smith

United States securities and exchange commission logo
August 15, 2022
Nick Pointon
Chief Financial Officer
Arqit Quantum Inc.
1st Floor, 3 More London Riverside
London SE1 2RE , United Kingdom
Re:Arqit Quantum Inc.
Form 20-F for the Year Ended September 30, 2021
Filed December 16, 2021
File No. 001-40777
Dear Mr. Pointon:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology

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July 11, 2022

Kathryn Jacobson, Senior Staff Accountant

Robert Littlepage, Accountant Branch Chief

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

Washington, D.C. 20549

United States of America

Re: Arqit Quantum Inc.

Form 20-F for the Year Ended
September 30, 2021

Filed December 16, 2021

File No. 001-40777

Dear Mr. Littlepage and Ms. Jacobson,

Arqit Quantum Inc., a Cayman Islands exempted
limited liability company (“Arqit,” “we”, “us” or “our”), is submitting this letter in
response to comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
by letter dated June 28, 2022 with respect to our June 15, 2022 response to comments received from the Staff of the Commission
by letter dated June 1, 2022.

For the convenience of the Staff, we have repeated
the Staff’s comment before our response.

Form 20-F for the Year Ended September 30,
2021

Notes to the Financial Statements

1. General information and significant accounting
policies

Property, plant and equipment, page F-18

 1. We note your response to comment 1. Please refer to the guidance in Appendix A of IFRS 16 and tell us
how you determined the lease term for the subject leases based on your consideration of the following:

 · the enforceable period of the leases, including
the 90-day non-renewal notice period. In order that we may better understand your response, please provide us more information regarding
the terms of the 90-day non-renewal notice period at the end of the initial term.

 · your assessment upon the lease commencement as
to whether it is "reasonably certain" that you would exercise an option to renew or not exercise an option to terminate any
of such leases based on the broader economics of the contract, including but not limited to your past practices regarding such leases
and customer/user-specific contract conditions.

  7th Floor, Nova North, 11 Bressenden Place, London SW1E 5BY | Proprietary and Confidential

Response

All the data center space leased by Arqit as at
September 30, 2021 was governed by the same contractual language. The contractual terms dealing with the lease duration were:

INITIAL TERM & RENEWAL PERIOD

The Initial 12 months Term will commence
on the Effective Date and will remain in effect through the Initial Term.

After the Initial Term, the term will
automatically renew for the 12-month Renewal Period unless either Party terminates the Order by providing written Non-renewal notice 90
days prior to the end of the then-current term to the other Party in which event this Order will terminate at the end of the then-current
term.

The non-renewal notice provision relates to the
length of time prior to the end of the initial term when non-renewal notice must be given, and therefore does not extend the initial
term beyond one year. As a result, the enforceable period of the leases is 12 months.

IFRS 16 Appendix A defines a lease term as:

The non-cancellable period for which
a lessee has the right to use an underlying asset, together with both:

(a) periods covered by an option
to extend the lease if the lessee is reasonably certain to exercise that option; and

(b) periods covered by an option
to terminate the lease if the lessee is reasonably certain not to exercise that option.

During the year ended September 30, 2021,
Arqit leased data center space for the first time to host its infrastructure hardware. In order to provide maximum flexibility, Arqit
opted for the shortest available commitment period of 12 months from the data center space providers while it assessed connectivity and
other relevant service level factors. When the leases were entered into, which is the point at which the analysis under IFRS 16 Appendix
A is undertaken, it was therefore not reasonably certain that Arqit would continue to lease the space one year later given services levels
had yet to be tested. As a result, Arqit excluded any periods beyond the initial committed term when calculating the lease term under
the IFRS 16 Appendix A, and our external auditor concurs with our determination.

In the current fiscal year ending September 30,
2022, we have and will be entering into new data center leases, and have renewed existing leases. We are reviewing all our data center
arrangements and expenses with our external auditor to ensure the accounting treatment of these leases remains compliant with IFRS 16.
Our results for the year ending September 30, 2022 will reflect the results of these reviews.

Separate from Arqit’s data center leases,
we note that in the first half of the current fiscal year, we entered into a new office lease to which we applied the provisions of IFRS
16, resulting in our recording right of use asset and lease liabilities, which are reflected in our condensed consolidated statement of
financial position as at March 31, 2022. The full related disclosure thereof will be included in our financial statements for the
fiscal year ending September 30, 2022.

If you have any questions regarding the foregoing
responses, or require additional information, please do not hesitate to contact me at +44 20 3917 0155.

    Yours sincerely,

    /s/ Nick Pointon

    Nick Pointon

    Chief Financial Officer

United States securities and exchange commission logo
June 28, 2022
Nick Pointon
Chief Financial Officer
Arqit Quantum Inc.
1st Floor, 3 More London Riverside
London SE1 2RE , United Kingdom
Re:Arqit Quantum Inc.
Form 20-F for the Year Ended September 30, 2021
Filed December 16, 2021
File No. 001-40777
Dear Mr. Pointon:
            We have reviewed your June 15, 2022 response to our comment letter and have the
following comment.  In our comment, we ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our reference to our prior comment is to the comment in
our June 1, 2022 letter.
Form 20-F for the Year Ended December 31, 2021
Notes to the Financial Statements
1. General information and significant accounting policies
Property, plant and equipment, page F-18
1.We note your response to comment 1.  Please refer to the guidance in Appendix A of
IFRS 16 and tell us how you determined the lease term for the subject leases based on
your consideration of the following:
•the enforceable period of the leases, including the 90-day non-renewal notice period.
In order that we may better understand your response, please provide us more
information regarding the terms of the 90-day non-renewal notice period at the end of
the initial term.
• your assessment upon the lease commencement as to whether it is "reasonably

 FirstName LastNameNick  Pointon
 Comapany NameArqit Quantum Inc.
 June 28, 2022 Page 2
 FirstName LastName
Nick  Pointon
Arqit Quantum Inc.
June 28, 2022
Page 2
certain" that you would exercise an option to renew or not exercise an option to
terminate any of such leases based on the broader economics of the contract,
including  but not limited to your past practices regarding such leases and
customer/user-specific contract conditions.

            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions regarding our
comment on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

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June 15, 2022

VIA EDGAR

Kathryn Jacobson, Senior Staff Accountant

Robert Littlepage, Accountant Branch Chief

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

Washington, D.C. 20549

United States of America

Re: Arqit Quantum Inc.

Form 20-F for the Year Ended September
30, 2021

Filed December 16, 2021

File No. 001-40777

Dear Mr. Littlepage and Ms. Jacobson,

Arqit Quantum Inc., a Cayman Islands corporation
(“Arqit,” “we”, “us” or “our”), is submitting this letter in response to comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June
1, 2022 with respect to our financial statements and related disclosures in our Annual Report on Form 20-F for the fiscal year ended September
30, 2021, filed on December 16, 2021 (the “Form 20-F”).

For the convenience of the Staff, we have repeated
the Staff’s comment before our response.

Form 20-F for the Year Ended September 30,
2021

Notes to the Financial Statements

1. General information and significant accounting
policies

Property, plant and equipment, page F-18

 1. We note that you as lessee have elected not to apply the requirements under IFRS 16 to short-term leases
held. Please tell us how you considered the lease provisions and enforceable period to determine such leases' eligibility for the recognition
exemption for short-term leases. Pursuant to IFRS16.59, please provide qualitative and quantitative information about your data center
leases (page 13), which are key to the commercialization of your products, to enable your financial statement users to assess the effect
that leases have on your financial position, financial performance and cash flows. Additionally, refer to paragraphs 8, 53(c) and (g),
54 and 55 of IFRS 16 for required disclosures regarding short-term leases.

Response

During the year ended September 30, 2021, Arqit
leased space in several data centers to host its infrastructure hardware. The key provisions of each of these leases that are relevant
to the application of IFRS 16 are (i) the initial term was 12 months, and (ii) at the end of the initial term, renewal for a further
12 months is subject to a 90-day non-renewal notice period. In addition, the hardware we have installed in these data centers can be uninstalled
and moved to another location relatively easily.

There is therefore no practical obstacle to our
termination of a data center lease at the end of a term, or otherwise.

IFRS 16 Appendix A defines a short-term lease
as:

 · a lease that, at the commencement date, has a lease term of 12 months or less.

The data center leases therefore qualify as short-term
leases within IFRS 16. The consequence of this qualification is that Arqit may elect not to apply certain requirements of IFRS as set
out in section 5:

 · 5 - A lessee may elect not to apply the requirements in paragraphs 22–49 to:

 (a) short-term leases.

Arqit’s total data center lease expense
for the fiscal year ended September 30, 2021 was $38,273, which represented 0.3% of the $14.6 million of administrative expenses for the
same period. As at September 30, 2021, the Company had commitments for short-term leases of $25,933. Arqit had no data center lease expense
or commitments for short-term leases for the year ended September 30, 2020. Although (as described in the risk factors in the Form 20-F)
we are reliant upon data centers in order to commercialize our products, our data center lease expense is not currently material in terms
of impact on our financial position, financial performance or cash flows. Because the data center expenses are immaterial, after consultation
with our independent auditor, we determined that under IFRS, such expenses did not warrant disclosure in the Form 20-F.

We will continue to monitor our data center arrangements
and expenses as we expand the deployment of our hardware infrastructure. Our current expectation is that additional data center leases
in the near term will continue to qualify as short-term leases under IFRS 16, however as we expand our business, these costs in the aggregate
may become material. To the extent we determine in future periods that our data center lease expenses are material, we will apply the
relevant disclosure requirements of IFRS 16.

If you have any questions regarding the foregoing
responses, or require additional information, please do not hesitate to contact me at +44 20 3917 0155.

Yours sincerely,

  /s/ Nick Pointon

Nick Pointon

Chief Financial Officer

United States securities and exchange commission logo
June 1, 2022
Nick Pointon
Chief Financial Officer
Arqit Quantum Inc.
1st Floor, 3 More London Riverside
London SE1 2RE , United Kingdom
Re:Arqit Quantum Inc.
Form 20-F for the Year Ended September 30, 2021
Filed December 16, 2021
File No. 001-40777
Dear Mr. Pointon:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the Year Ended September 30, 2021
Notes to the Financial Statements
1. General information and significant accounting policies
Property, plant and equipment, page F-18
1.We note that you as lessee have elected not to apply the requirements under IFRS 16 to
short-term leases held. Please tell us how you considered the lease provisions and
enforceable period to determine such leases' eligibility for the recognition exemption for
short-term leases. Pursuant to IFRS16.59, please provide qualitative and quantitative
information about your data center leases (page 13), which are key to the
commercialization of your products, to enable your financial statement users to assess the
effect that leases have on your financial position, financial performance and cash flows.
Additionally, refer to paragraphs 8, 53(c) and (g), 54 and 55 of IFRS 16 for required
disclosures regarding short-term leases.

 FirstName LastNameNick  Pointon
 Comapany NameArqit Quantum Inc.
 June 1, 2022 Page 2
 FirstName LastName
Nick  Pointon
Arqit Quantum Inc.
June 1, 2022
Page 2
            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.
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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October 12, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Alexandra Barone

    Jan Woo

    Re:
     Arqit Quantum Inc. (the “Company”)

    Registration Statement on Form F-1 (File No. 333-259982)

Dear Ms. Barone and Ms. Woo:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the Company hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it becomes effective
at 4:00 p.m., Eastern Time, on October 12, 2021, or as soon thereafter as practicable.

The Company also requests that the Securities and Exchange Commission
confirm the effective date and time of the Registration Statement to Company counsel, White & Case LLP, Attention: Monica Holden,
by email to mholden@whitecase.com.

[Signature page follows]

Sincerely,

ARQIT QUANTUM
INC.

By:
/s/
David Williams

Name:
David Williams

Title:
Chief Executive Officer

(Signature Page to F-1 Acceleration Request)

United States securities and exchange commission logo
October 6, 2021
David Williams
Chief Executive Officer
Arqit Quantum Inc.
1st Floor, 3 More London Riverside
London SE1 2RE, United Kingdom
Re:Arqit Quantum Inc.
Registration Statement on Form F-1
Filed October 1, 2021
File No. 333-259982
Dear Mr. Williams:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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 Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Elliott Smith, Esq.

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July 29, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attn: Alexandra Barone

  Larry Spirgel

Re: Arqit Quantum Inc. (the “Company”)

  Registration Statement
on Form F-4 (File No. 333-256591)

Dear Ms. Barone and Mr. Spirgel:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the Company hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it becomes effective
at 4:00 p.m., Eastern Time, on July 30, 2021, or as soon thereafter as practicable.

The
Company also requests that the Securities and Exchange Commission confirm the effective date and time of the Registration Statement to
Company counsel, White & Case LLP, Attention: Monica Holden, by email to mholden@whitecase.com.

[Signature page follows]

Sincerely,

ARQIT QUANTUM INC.

By:
/s/ David Williams

Name:
David Williams

Title:
Chief Executive Officer

(Signature Page to F-4 Acceleration Request)

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    July 29, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Technology

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn:
    Alexandra Barone

    Larry Spirgel

    Re:
    Arqit Quantum Inc.

    Amendment No. 2 to Registration Statement on Form F-4, Filed July 26, 2021

    File No. 333-256591

Dear Ms. Barone and Mr. Spirgel:

On behalf of our client, Arqit
Quantum Inc., a company organized under the laws of the Cayman Islands (the “Company”), we are writing to submit the
Company’s response to the comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Staff”) with respect to the above-referenced Amendment No. 2 to Registration Statement on Form F-4
filed on July 26, 2021 (the “Registration Statement”), contained in the Staff’s letter dated July 27,
2021 (the “Comment Letter”).

The Company has filed via
EDGAR Amendment No. 3 to its Registration Statement on Form F-4 (“Amendment No. 3”), which reflects
the Company’s response to the comment received by the Staff and certain updated information. For ease of reference, the comment
contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in
the responses set forth below refer to page numbers in Amendment No. 3. For ease of review, we have set forth below the comment
of your letter in bold type followed by the Company’s response thereto.

Registration Statement on Form F-4

Beneficial Ownership of Securities, page 219

 1. Please indicate whether each of D2BW Limited and The Evolution Technology Fund II, SCSp. is directly
or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person. If so, briefly
describe the nature of such control, including the amount and proportion of capital held giving a right to vote.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 219 and 220 of Amendment No. 3.

United
States Securities and Exchange Commission

July 29, 2021

Please do not hesitate to contact Elliott Smith
at +1 212 819 7644 or Monica Holden at +44 7850 710805 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

White & Case LLP

cc: David Williams, Arqit Quantum Inc.

      2

United States securities and exchange commission logo
July 27, 2021
David Williams
Chief Executive Officer
Arqit Quantum Inc.
1st Floor, 3 More London Riverside
London SE1 2RE, United Kingdom
Re:Arqit Quantum Inc.
Amendment No. 2 to Registration Statement on Form F-4
Filed July 26, 2021
Dear Mr. Williams:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Beneficial Ownership of Securities, page 219
1.Please indicate whether each of D2BW Limited and The Evolution Technology Fund II,
SCSp. is directly or indirectly owned or controlled by another corporation, by any foreign
government or by any other natural or legal person. If so, briefly describe the nature of
such control, including the amount and proportion of capital held giving a right to vote.

 FirstName LastNameDavid Williams
 Comapany NameArqit Quantum Inc.
 July 27, 2021 Page 2
 FirstName LastName
David Williams
Arqit Quantum Inc.
July 27, 2021
Page 2
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Craig Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding comments on
the financial statements and related matters. Please contact Alexandra Barone, Staff Attorney,
at (202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Monica Holden

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  July 9, 2021

                                                                                     VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

  Attn:
  Alexandra Barone

  Larry Spirgel

  Re:
  Arqit Quantum Inc.

  Registration Statement on Form F-4, Filed May 28, 2021

  File No. 333-256591

Dear Ms. Barone and Mr. Spirgel:

On behalf of our client, Arqit
Quantum Inc., a company organized under the laws of the Cayman Islands (the “Company”), we are writing to submit the
Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form F-4 filed on May 28, 2021
(the “Registration Statement”), contained in the Staff’s letter dated June 24, 2021 (the “Comment Letter”).

The Company has filed via
EDGAR Amendment No. 1 to its Registration Statement on Form F-4 (“Amendment No. 1”), which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth
below refer to page numbers in Amendment No. 1.

Registration Statement on Form F-4 filed May
28, 2021

Summary of the Proxy Statement/Prospectus,
page 30

 1. We note that you anticipate that the company's shareholders will hold a majority of the voting power
of the combined company. Please disclose whether Pubco expects to be a “controlled company” under the rules of the Nasdaq.
If so, please disclose such status and the consequences. Also disclose whether Pubco intends to avail itself to the corporate governance
exemptions afforded to a “controlled company” under the rules of Nasdaq.

Response: In response to the
Staff’s comment, the Company respectfully advises the Staff that it does not expect to be a “controlled company” under
the rules of Nasdaq, and therefore does not intend to avail itself of the corporate governance exemptions afforded to a controlled company.
Although Arqit Limited shareholders will in aggregate hold a majority of the voting power of the combined company following the proposed
transaction, no single shareholder, entity, or group of shareholders acting together will hold more than 50% of the voting power for the
election of directors.

  United States Securities and Exchange Commission

July 9, 2021

Summary Unaudited Pro Forma Condensed Combined
Financial Information, page 39

 2. Please explain why you did not provide historical and equivalent per share data as required by Item
3(g) of Form F-4.

Response: In response to the
Staff’s comment, the Company respectfully advises the Staff that there is no public market for the securities of either the company
being acquired (Arqit Limited) nor the registrant (Arqit Quantum Inc.), and therefore historical market value information with respect
to the securities of Arqit Limited and Arqit Quantum Inc. is not available. A statement to this effect is included on page 198 of Amendment
No. 1. For completeness in response to the Staff’s comment, we have revised the disclosure on page 198 of Amendment No. 1 to include
the market value of the securities of Centricus Acquisition Corp. as of May 11, 2021, the date preceding public announcement of the proposed
transaction. The Company further advises the Staff that it has not included disclosure on comparative per share data in response to Item
3(f) of Form F-4, as it has elected not to incorporate any disclosure requirements that were removed in connection with the amendments
to Form F-4 that became effective in February 2021.

Risk Factors

Risks Related to Centricus and the Proposed
Transactions, page 54

 3. Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment,
even if other shareholders experience a negative rate of return in the post-business combination company.

Response: In response to
the Staff’s comment, the Company has revised the disclosure on
pages 15, 26, 60, 77 and 100 of Amendment No. 1 to clarify that the sponsor and its affiliates can earn a positive rate of
return on their investment, even if other shareholders experience a negative rate of return in the post-business combination
company.

Risks Related to Pubco Following the Consummation
of the Proposed Transactions, page 68

 4. We note your disclosure on page 198 that Pubco has chosen to take advantage of the extended transition
period for complying with new or revised accounting standards. Please revise your risk factor to highlight this election and explain that
this will allow you to delay the adoption of new or revised accounting standards that have different effective dates for public and private
companies until those standards apply to private companies, and disclose that your financial statements may not be comparable to companies
that comply with all public company accounting standards which could impact the valuation of your securities.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page
197 of Amendment No. 1 to clarify that it does not intend to take advantage of the extended transition period for complying with
new or revised accounting standards that is afforded to emerging growth companies.

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  United States Securities and Exchange Commission

July 9, 2021

 5. Disclose the material risks to unaffiliated investors presented by taking the company public through
a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted
by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

Response: In response to the
Staff’s comment, the Company has revised the disclosure to include an additional risk factor on page 70 of Amendment No.
1 to disclose the material risks to unaffiliated investors presented by taking the company public through a merger rather than an underwritten
offering.

Proposal No. 1 - The Business Combination Proposal

Certain Unaudited Prospective Financial Information
of the Company, page 104

 6. We note your risk factor cautioning investors about the difficulty in projecting future results largely
because of the company's early stage of development. Please clarify the specific material assumptions for the significant increases in
your revenues after 2023. For example, did you consider actual contracts with customers when developing your revenue projections.

Response: In response to the
Staff’s comment, the Company advises that it based its revenue projections on two key assumptions: estimated annual recurring revenue
per customer based upon existing contracts, and a significant increase in the Company’s number of customers beginning in 2023 as
the result of the Company’s products reaching the stage of full commercialization by that point, and significantly increased demand
for its products given the expected ongoing development of quantum computers.

In response to the Staff’s comment,
the Company has revised the disclosure on page 109 of Amendment No. 1 to reflect the foregoing.

Material U.S. Federal Income Tax Considerations,
page 107

 7. The Business Combination Agreement indicates that the parties intend for the merger to be tax free
to U.S. holders who receive shares in the business combination under Section 368(a) of the Internal Revenue Code. To support such a conclusion,
please include an opinion of counsel that supports this conclusion. See Item 601(b)(8) of Regulation S-K.

Response: In response to the
Staff’s comment, the Company is filing an opinion of counsel as Exhibit 8.1 of the Registration Statement that the Merger “will”
be treated as a tax-free reorganization described in Section 368(a)(1)(F) of the Code for United States federal income tax purposes of
the Code. The tax disclosure on pages 16 and 111 of Amendment No. 1 has been updated to reflect such opinion.

Total Addressable Market, page 144

 8. Please disclose any material assumptions and limitations associated with your estimate of your global
addressable market as addressed in Gartner’s report.

Response: In response to the
Staff’s comment, the Company advises that in determining that the entire information security market represents its total addressable
market, it has assumed the likelihood that existing cyber encryption technology will be vulnerable to attack by quantum computers in the
near to mid-term, which will affect all cyber security globally, and that the Company’s product is the only known way to effectively
distribute a cyber encryption methodology that is secure against quantum computer attack.

The Company’s estimates of its
total addressable market as addressed in Gartner’s report are limited by several factors, including that those estimates do not
include the government market and do not reflect anticipated growth in the Internet of Things. Gartner did not have well referenced data
for those markets available, and therefore the Company chose not to include them in its estimates of total addressable market.

In response to the Staff’s comment,
the Company has revised the disclosure on page 147 of Amendment No. 1 to reflect the foregoing.

    3

  United States Securities and Exchange Commission

July 9, 2021

Information Related to Arqit

Intellectual Property, page 152

 9. Please disclose a date range for the expected durations of
your existing patents.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 155 of Amendment No. 1 to reflect that it would currently
expect each patent right to provide protection for up to 20 years from the relevant filing dates, which as of the date of Amendment No.
1 range from  June 4, 2018 to  May 18, 2021.

Description
of Proposed Transactions, page 162

 10. Please disclose the share exchange ratios in the mergers of Centricus and PubCo, followed by PubCo
and Arqit. Please similarly clarify your disclosures of the mergers elsewhere in your filing, as applicable.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 11,  24, 84 and 167 to clarify that the exchange
ratio in the merger of Centricus and Pubco is 1 to 1, and that the consideration for PubCo’s acquisition of Arqit is 46.06 PubCo
shares for each share of Arqit.

Basis of Pro Forma Presentation, page 164

 11. Please clarify the business purpose of the $90 million cash distribution to be paid to the former shareholders
of Arqit Limited and explain how it will be funded. Please provide similar disclosure on page 82 and elsewhere, as applicable.

Response: In response to the
Staff’s comment, the Company respectfully advises the Staff that no cash distribution is expected to be paid to the former shareholders
of Arqit Limited. Section 2.2(b) of the Business Combination Agreement provides, “The Company Shareholder Merger Consideration
in respect of each Company Shareholder shall comprise (i) if such Company Shareholder has so elected in accordance with the terms of
this Agreement, an amount in cash equal to that Company Shareholder’s Closing Cash Payment Amount, if any; and that Company Shareholder’s
Closing Number of Shares”. The “Closing Cash Payment Amount” means, in relation to each Company Shareholder who elects
for a partial cash payment in accordance with the terms of this Agreement, an amount in cash equal to up to their Pro Rata Portion of
the lower of (i) the amount (which may be zero) by which the Parent Closing Cash exceeds $500,000,000, and (ii) $90,000,000. “Parent
Closing Cash” means “the amount of cash held by [Centricus Acquisition Corp.] and [the Company] as at the Share Acquisition
Closing, whether in or outside of the Trust Account, after taking into account payments to be made by [Centricus Acquisition Corp.] for
the Redemption.” As of the date of filing of Amendment No. 1, Centricus Acquisition Corp. held $345,000,000 in the Trust Account,
and an additional $71,000,000 has been raised through the PIPE Financing, bringing the total amount of cash to $416,000,000. Therefore,
even in the scenario where there are no Centricus Acquisition Corp. shareholder redemptions, it is unlikely that any “Closing Cash
Payment Amount” will be due. As a result, no Closing Cash Payment Amount has been factored into the preparation of the unaudited
pro forma combined financial information. The Company has revised page 84 of Amendment No. 1 to make clear that no Closing Cash
Payment Amount is expected to be paid, and has revised page 169 of Amendment No. 1 to further clarify that no Closing Cash Payment
Amount has been factored into the preparation of the unaudited pro forma combined financial information.

    4

  United States Securities and Exchange Commission

July 9, 2021

Unaudited Pro Forma Combined Financial Information

Unaudited Pro Forma Combined Balance Sheet,
page 166

 12. Please revise the pro forma balance sheet to present first a Centricus Acquisition Corp. pro forma
balance sheet assuming no redemptions and a Centricus Acquisition Corp. pro forma balance sheet assuming maximum redemptions, before presenting
the pro forma combined balance sheets. The Centricus Acquisition Corp. pro forma balance sheet adjustments should give effect to:

 · reclassification of cash held in the trust account to cash;

 · the payment of deferred underwriters’ fees and other costs; and

 · the cash payment to redeeming Centricus Acquisition Corp. public stockholders under the maximum redemption
scenario.

Response: In response to the
Staff’s comment, the Company has revised pages 41, 42 and 166 through 180 of Amendment No. 1. As a result
of the applied revisions, the Company has added a new column to reflect the pro forma adjustments relating specifically to the Centricus
pro forma balance sheet, before presenting the pro forma combined balance sheets. This is consistently applied in the pro forma combined
statements of operations. In order to accommodate the additional columns, the Company now presents the pro forma balance sheet assuming
no redemptions and the pro forma balance sheet assuming maximum redemptions as two separate tables. As the pro forma combined statements
of operations were the same in both scenarios with the exception of the per share data, these were not split into separate tables for
each scenario, however both scenarios remain presented as required.

 13. Please present an Arqit Ltd. pro forma balance sheet before presenting the pro forma combined balance
sheets. Present in a separate column following the Arqit Ltd. Historical balance sheet, pro forma adjustments to give effect to:

 · conversion of Arqit’s Company Loan Notes outstanding into ordinary shares; and

 · an accrual for the estimated direct and incremental transaction costs incurred by Arqit Ltd. related
to the Business Combination.

See Rule 11-02(b)4 of
Regulation S-X.

Response: In response to the
Staff’s comment, the Company has revised pages 41, 42 and 166 through 180 of Amendment No. 1. As a result
of the applied revisions, the Company has added a new column to reflect the pro forma adjustments relating specifically to the Arqit
pro forma balance sheet, before presenting the pro forma combined balance sheets. This is consistently applied in the pro forma combined
statements of operations. In order to accommodate the additional columns, the Company now presents the pro forma balance sheet assuming
no redemptions and the pro forma balance sheet assuming maximum redemptions as two separate tables. As the pro forma combined statements
of operations were the same in both scenarios with the exception of the per share data, these were not split into separate t

United States securities and exchange commission logo
June 24, 2021
David Williams
Chief Executive Officer
Arqit Quantum Inc.
1st Floor, 3 More London Riverside
London SE1 2RE, United Kingdom
Re:Arqit Quantum Inc.
Registration Statement on Form F-4
Filed May 28, 2021
File No. 333-256591
Dear Mr. Williams:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed May 28, 2021
Summary of the Proxy Statement/Prospectus, page 30
1.We note that you anticipate that the company's shareholders will hold a majority of the
voting power of the combined company. Please disclose whether Pubco expects to be a
“controlled company” under the rules of the Nasdaq. If so, please disclose such status and
the consequences. Also disclose whether Pubco intends to avail itself to the corporate
governance exemptions afforded to a “controlled company” under the rules of Nasdaq.

 FirstName LastNameDavid Williams
 Comapany NameArqit Quantum Inc.
 June 24, 2021 Page 2
 FirstName LastName
David Williams
Arqit Quantum Inc.
June 24, 2021
Page 2
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 39
2.Please explain why you did not provide historical and equivalent per share data as
required by Item 3(g) of Form F-4.
Risk Factors
Risks Related to Centricus and the Proposed Transactions, page 54
3.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other shareholders experience a negative rate of return in the post-
business combination company.
Risks Related to Pubco Following the Consummation of the Proposed Transactions, page 68
4.We note your disclosure on page 198 that Pubco has chosen to take advantage of the
extended transition period for complying with new or revised accounting standards. Please
revise your risk factor to highlight this election and explain that this will allow you to
delay the adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private companies,
and disclose that your financial statements may not be comparable to companies that
comply with all public company accounting standards which could impact the valuation of
your securities.
5.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Proposal No. 1 - The Business Combination Proposal
Certain Unaudited Prospective Financial Information of the Company, page 104
6.We note your risk factor cautioning investors about the difficulty in projecting future
results largely because of the company's early stage of development.  Please clarify the
specific material assumptions for the significant increases in your revenues after 2023.
For example, did you consider actual contracts with customers when developing your
revenue projections.
Material U.S. Federal Income Tax Considerations, page 107
7.The Business Combination Agreement indicates that the parties intend for the merger to
be tax free to U.S. holders who receive shares in the business combination under Section
368(a) of the Internal Revenue Code.  To support such a conclusion, please include an
opinion of counsel that supports this conclusion.  See Item 601(b)(8) of Regulation S-K.

 FirstName LastNameDavid Williams
 Comapany NameArqit Quantum Inc.
 June 24, 2021 Page 3
 FirstName LastName
David Williams
Arqit Quantum Inc.
June 24, 2021
Page 3
Total Addressable Market, page 144
8.Please disclose any material assumptions and limitations associated with your estimate of
your global addressable market as addressed in Gartner’s report.
Information Related to Arqit
Intellectual Property, page 152
9.Please disclose a date range for the expected durations of your existing patents.
Description of Proposed Transactions, page 162
10.Please disclose the share exchange ratios in the mergers of Centricus and PubCo, followed
by PubCo and Arqit. Please similarly clarify your disclosures of the mergers elsewhere in
your filing, as applicable.
Basis of Pro Forma Presentation, page 164
11.Please clarify the business purpose of the $90 million cash distribution to be paid to the
former shareholders of Arqit Limited and explain how it will be funded. Please provide
similar disclosure on page 82 and elsewhere, as applicable.
Unaudited Pro Forma Combined Financial Information
Unaudited Pro Forma Combined Balance Sheet, page 166
12.Please revise the pro forma balance sheet to present first a Centricus Acquisition Corp. pro
forma balance sheet assuming no redemptions and a Centricus Acquisition Corp. pro
forma balance sheet assuming maximum redemptions, before presenting the pro forma
combined balance sheets. The Centricus Acquisition Corp. pro forma balance sheet
adjustments should give effect to:
•reclassification of cash held in the trust account to cash;
•the payment of deferred underwriters’ fees and other costs; and
•the cash payment to redeeming Centricus Acquisition Corp. public stockholders
under the maximum redemption scenario.
13.Please present an Arqit Ltd. pro forma balance sheet before presenting the pro forma
combined balance sheets. Present in a separate column following the Arqit Ltd. historical
balance sheet, pro forma adjustments to give effect to:
•conversion of Arqit’s Company Loan Notes outstanding into ordinary shares;  and
•an accrual for the estimated direct and incremental transaction costs incurred by Arqit
Ltd. related to the Business Combination.
See Rule 11-02(b)4 of Regulation S-X.

 FirstName LastNameDavid Williams
 Comapany NameArqit Quantum Inc.
 June 24, 2021 Page 4
 FirstName LastName
David Williams
Arqit Quantum Inc.
June 24, 2021
Page 4
Arqit's Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 178
14.Please revise to discuss the impact of the COVID-19 pandemic on the company’s business
during the periods presented.
Arqit Limited Financial Statements
General, page F-37
15.Please provide updated interim financial information for Arqit Limited here and
throughout the filing.  Please refer to the guidance in Item 8.A.5 of the Instructions to
Form 20-F.
Statement of Comprehensive Income, page F-37
16.Please advise as to how you have complied with IAS 1, paragraphs 97 and 99 to 105 in
presenting your Statement of Comprehensive Income and related disclosures of expenses
by nature and function.
Note 1. General information and significant accounting policies
Capitalisation of development costs, page F-49
17.Please tell us and disclose in more detail how you met the criteria in paragraph 57
of IAS 38 for the capitalized development costs, in particular how you determine when a
product development project has reached a defined milestone.  Please further expand your
policy to disclose the circumstances that would allow you to begin amortization
of development costs.
Accounting treatment of income from European Space Agency (“ESA”), page F-50
18.We note you that in your view it is a reasonable judgement that IAS 20 is not applicable in
accounting for the agreement with European Space Agency.  Please explain how you
determined that the agreement was more appropriately in scope of IFRS 15.  Furthermore,
please revise herein and in footnote 3, as applicable, to clearly disclose sufficient
information to enable users of financial statements to understand the nature,
amount, timing and uncertainty of revenue and cash flows pursuant to IFRS 15 paragraphs
110-128.  For example, disclose the transaction price allocated to the remaining
performance obligations that are unsatisfied as of September 30, 2020, the performance
period or term of the agreement and if revenue is recognized over time or at a point in
time. Quantify both current and non-current deferred income for each period presented.
Note 10. Intangible fixed assets, page F-58
19.Regarding your intangible assets as of September 30, 2020 please tell us how you have
complied with  IAS 1 and 8 -  Presentation of Financial Statements and Disclosure of
Accounting Policies related to disclosures over those assets as well as disclosures

 FirstName LastNameDavid Williams
 Comapany NameArqit Quantum Inc.
 June 24, 2021 Page 5
 FirstName LastName
David Williams
Arqit Quantum Inc.
June 24, 2021
Page 5
under IAS 38 -  Intangible Assets, paragraphs 118-123.

In addition, please explain why you have not begun amortization of your intangibles.
Refer to IAS 38 paragraph 97 where "(a)mortisation shall begin when the asset is
available for use, i.e. when it is in the location and condition necessary for it to be capable
of operating in the manner intended by management."
Signatures, page II-4
20.Please include the signatures of your principal financial officer and a majority of the board
of directors. See Instruction 1 to Signatures in Form F-4.
General
21.We note that you are registering the 90,000,000 shares that will be issued to the
company's shareholders.  We also note that all of the company's shareholders have
approved the Business Combination Agreement.  Tell us why it is appropriate to register
these shares in light of the fact that these investors appear to have already made their
investment decision.  See Compliance and Disclosure Interpretation 239.13 for further
guidance.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or Craig
Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding comments on the
financial statements and related matters.  Please contact Alexandra Barone, Staff Attorney, at
(202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Monica Holden