SecProbe.io

CORRESP
 1
 filename1.htm

 QUANTUM COMPUTING INC.

 5 Marine View Plaza, Suite 214

 Hoboken, NJ 07030

 July 31, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Quantum Computing Inc.

 Registration Statement on Form S-1, File No. 333-289014

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: August 4, 2025

 Requested Time: 5:00 pm, Eastern Time

 Ladies and Gentlemen:

 Quantum Computing Inc. (the "Company")
hereby requests that the effective date of the Company's Registration Statement on Form S-1 (File No. 333-289014), be accelerated
pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 5:00 pm Eastern Time
on August 4, 2025, or as soon thereafter as possible.

 Please contact our counsel, Steven Lipstein of
Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that
you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

 Sincerely yours,

 QUANTUM COMPUTING INC.

 /s/ Dr. Yuping Huang

 Dr. Yuping Huang

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Chris Roberts
Chief Financial Officer
Quantum Computing Inc.
5 Marine View Plaza, Suite 214
Hoboken, NJ 07030

 Re: Quantum Computing Inc.
 Registration Statement on Form S-1
 Filed July 29, 2025
 File No. 333-289014
Dear Chris Roberts:

 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 Uwem Bassey at 202-551-3433 or Larry Spirgel at
202-551-3815 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Lawrence Metelitsa
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Yuping Huang
Interim Chief Executive Officer
Quantum Computing Inc.
5 Marine View Plaza, Suite 214
Hoboken, NJ 07030

 Re: Quantum Computing Inc.
 Registration Statement on Form S-1
 Filed July 3, 2025
 File No. 333-288502
Dear Yuping Huang:

 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 Uwem Bassey at 202-551-3433 or Jeff Kauten at
202-551-3447 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Lawrence Metelitsa
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 QUANTUM COMPUTING INC.

 5 Marine View Plaza, Suite 214

 Hoboken, NJ 07030

 July 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Quantum Computing Inc.

 Registration Statement on Form S-1, File No. 333-288502

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: July 14, 2025

 Requested Time: 5:00 pm, Eastern Time

 Ladies and Gentlemen:

 Quantum Computing Inc. (the "Company")
hereby requests that the effective date of the Company's Registration Statement on Form S-1 (File No. 333-288502), be accelerated
pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 5:00 pm Eastern Time
on July 14, 2025, or as soon thereafter as possible.

 Please contact our counsel, Steven Lipstein of
Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that
you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

 Sincerely yours,

 QUANTUM COMPUTING INC.

 /s/ Dr. Yuping Huang

 Dr. Yuping Huang

 Chief Executive Officer

CORRESP
1
filename1.htm

QUANTUM COMPUTING INC.

5 Marine View Plaza, Suite 214

Hoboken, NJ 07030

January 30, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, DC 20549

    Re:
    Quantum Computing Inc.

    Registration Statement on Form S-1, File No. 333-284416

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Requested Date: February 3, 2025

Requested Time: 5:30 pm, Eastern Time

Ladies and Gentlemen:

Quantum Computing Inc. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-284416), be accelerated
pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 5:30 pm Eastern Time
on February 3, 2025, or as soon thereafter as possible.

Please contact our counsel, Steven Lipstein of Lucosky
Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that you kindly
notify Mr. Lipstein by telephone when this request for acceleration has been granted.

    Sincerely yours,

    QUANTUM COMPUTING INC.

    /s/ Dr. William McGann

    Dr. William McGann

    Chief Executive Officer

January 29, 2025
William McGann
Chief Executive Officer
Quantum Computing Inc.
5 Marine View Plaza, Suite 214
Hoboken, NJ 07030
Re:Quantum Computing Inc.
Registration Statement on Form S-1
Filed January 22, 2025
File No. 333-284416
Dear William McGann:
            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 Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Lawrence Metelitsa, Esq.

CORRESP
1
filename1.htm

QUANTUM COMPUTING INC.

5 Marine View Plaza, Suite 214

Hoboken, NJ 07030

January 2, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, DC 20549

    Re:
    Quantum Computing Inc.

    Registration Statement on Form S-1, File No. 333-283955

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Requested Date: January 6, 2025

Requested Time: 4:30 pm, Eastern Time

Ladies and Gentlemen:

Quantum Computing Inc. (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-283955), be accelerated
pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:30 pm Eastern Time
on January 6, 2025, or as soon thereafter as possible.

Please contact our counsel, Steven Lipstein of
Lucosky Brookman LLP at (732) 395-4416 with any questions you may have regarding this request. In addition, the Company requests that
you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

    Sincerely yours,

    QUANTUM COMPUTING INC.

    /s/ Dr. William McGann

    Dr. William McGann

    Chief Executive Officer

December 27, 2024
William McGann
Chief Executive Officer
Quantum Computing Inc.
5 Marine View Plaza, Suite 214
Hoboken, NJ 07030
Re:Quantum Computing Inc.
Registration Statement on Form S-1
Filed December 20, 2024
File No. 333-283955
Dear William McGann:
            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

November 1, 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
Form 10-K/A filed on September 11, 2024
File No. 001-40615
Dear Christopher Boehmler:
            We have completed our review of your filings. 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

CORRESP
1
filename1.htm

May 1, 2024

Becky Chow

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing Inc.

    Form 10-K filed on April 01, 2024

    File No. 001-40615

Dear Ms. Chow:

By letter dated April 17, 2024, the staff (the
“Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the
“Commission”) provided Quantum Computing Inc. (the “Company,” “QCi,” “we,”
“us” or “our”) with its comments to the Company’s Form 10-K filed April 01, 2024 (the “10-K”).
We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your convenience,
the comments are listed below, followed by the Company’s responses.

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 the amortization and depreciation from cost of revenue, 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.

Response: The Company does not exclude
depreciation and amortization from cost of revenue. Depreciation and amortization expense are included in manufacturing overhead, which
is a component of cost of revenue. However, at the present time manufacturing overhead, including depreciation and amortization expense
related to production equipment, is not material and the primary components of cost of revenue are direct labor and direct materials,
with a small amount of shipping expenses. Therefore, the disclosures in SAB Topic 11.B are not required. We will revise our disclosures
relating to cost of revenue in future filings to clarify that depreciation and amortization expenses are included.

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 amortization expense of capitalized software costs shall be charged to cost of sales.

Response: The Company has disclosed
in the 10-K that research and development costs are expensed as incurred, and we intended that disclosure to apply to software development.
Our policy is that development costs incurred subsequent to the establishment of technological feasibility for software intended to be
sold, licensed or otherwise marketed to customers will be capitalized, but development costs not meeting the criteria for capitalization
are expensed as incurred. With respect to internal use software, the Company will capitalize such development costs incurred during the
application development stage. However, to date the Company has not incurred any material capitalizable development costs. The Company
will disclose this policy in greater detail in our future filings.

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 shares 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.

Response: The types of shares included
in the dilution calculation included common shares, convertible preferred shares, stock options and warrants. In reviewing our disclosures,
we determined that we inadvertently included anti-dilutive securities in the dilution calculation and did not make the appropriate disclosures
per ASC 260-10-50. We will update our calculations and the associated disclosure for inclusion in future filings as follows:

“Basic net loss per common
share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding
during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted
average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common
share equivalents had been issued (computed using the “If-Converted” method), unless the effect of such issuances would have
been anti-dilutive.

The following table sets forth the
computation of basic and diluted loss per share attributable to common stockholders (in thousands, except share and per share data):

    For the Years Ended

    December 31,

    2023
    2022

    Numerator:

    Net loss attributable to common stockholders – basic and diluted
    $ (29,731 )
    $ (38,594 )

    Denominator

    Basic weighted average common stock outstanding
      66,565,131
      36,680,370

    Diluted weighted average common stock outstanding
      66,565,131
      36,680,370

    Basic EPS
      (0.45 )
      (1.05 )

    Diluted EPS
    $ (0.45 )
    $ (1.05 )

In periods with a reported net loss,
the effect of anti-dilutive stock options, unvested restricted common stock and warrants are excluded and diluted loss per share is equal
to basic loss per share. Due to a net loss in the years ended December 31, 2022 and 2023, there were therefore no dilutive securities
and hence basic and diluted EPS were the same. The following is a summary of the weighted average common stock equivalents for the securities
outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their
effect would be anti-dilutive:

    For the Years Ended

    December 31,

    2023
    2022

    Warrants
      6,052,689
      3,975,764

    Options
      12,280,248
      6,802,572

    Unvested restricted common stock
      1,192,142
      -

    Total potentially dilutive shares
      19,525,078
      10,778,336

    2

As for the warrants that are exercisable
at $0.0001 and issued on June 16, 2022 (the “QPhoton Warrants”), further to them being anti-dilutive in the loss per share
calculation in accordance with the above discussion on ASC 260-10-50, even if the Company was not in a net loss position, the QPhoton
Warrants would not be included in the calculation of diluted loss per share as they have a contingent condition that has not been met,
in accordance with ASC 260-10-45-13. Per subsection “Warrants” on page F-21 under Note 10 (Stock Based Compensation), “Those
warrants are exercisable when and if stock options and warrants issued and outstanding as of June 15, 2022, are exercised.” To date,
no such underlying stock options and warrants have been exercised to lift the contingency on the QPhoton Warrants. The Company believes
that the error noted above in calculating EPS is neither qualitatively nor quantitatively material and therefore the Company proposes
to correctly calculate and disclose EPS, basic and diluted, in future filings.

    4.
    Please clarify how you calculated the weighted-average number of common shares outstanding.  Refer to ASC 260-10-415-10.  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.

Response: Upon review of our disclosure
in light of Staff’s comment, we determined that we calculated incorrectly by using the ending balance of shares outstanding instead
of a weighted average of shares outstanding during the year, despite our note in the disclosure (“Net loss per share is based on
the weighted average number of common shares and common share equivalents outstanding during the period.”) We have calculated the
weighted average shares (basic and diluted) as 66,565,131 shares, a decrease of 10,886,225 shares vs the ending balance of 77,451,356
shares, as reported, resulting in an increased loss per share of $0.45 as compared to the reported $0.38 basic loss per share and $0.31
diluted loss per share. We do not believe that the difference is material to the presentation of our financial statements as the change
would not be viewed by a reasonable investor as having significantly altered the “total mix” of information made available.
Accordingly, the Company has determined that an amendment is not necessary. We will revise the calculation and related disclosures in
future filings, including exclusion of anti-dilutive shares from the computation of diluted net loss per common share.

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.

Response: We have concluded that
the implicit interest rate in our leases are not readily determinable and will expand our disclosure accordingly in future filings, including
providing the disclosures outlined in ASC 842-20-50, such as options to extend, cash payments relating to operating leases and the basis
for selecting the discount rate.

    3

Note 9 – Capital Stock:

Warrants, Page F-21

    6.
    We note that your [sic] 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, [sic] 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.

Response: The total merger consideration
for the QPhoton merger consisted of 36,600,823 total shares of common stock on an as-converted basis, including 7,028,337 warrants (the
“QPhoton Warrants”) to purchase common stock at an exercise price of $0.0001 per share. The merger consideration was to be
granted to the three stockholders of QPhoton, in exchange for their QPhoton shares. However, one of the three QPhoton shareholders rejected
the merger consideration and commenced litigation in Delaware Chancery Court, and to date that litigation (the existence and status of
which has been fully disclosed) has not been resolved. Accordingly, as of the reporting date, we had only issued 6,325,503 of the QPhoton
Warrants. We will clarify this point in our future filings.

Thank you for your assistance in reviewing this
filing.

Very Truly Yours,

Christopher Boehmler

Principal Financial Officer and Principal Accounting Officer

Quantum Computing Inc.

5 Marine View Plz, Ste 214

Hoboken, NJ 07030

4

United States securities and exchange commission logo
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
Page 2
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

CORRESP
1
filename1.htm

Quantum
Computing Inc.

215
Depot Court SE, Suite 215

Leesburg,
VA 20175

August
23, 2023

Becky
Chow

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Quantum
    Computing Inc.

    Form
    10-K/A filed on June 26, 2023

    Form 8-K/A filed on
    June 26, 2023

    Correspondence filed
    on June 26, 2023

    File No. 001-40615

Dear
Ms. Chow:

By
letter dated July 21, 2023, the staff (the “Staff,” “you” or “your”) of the
U.S. Securities & Exchange Commission (the “Commission”) provided Quantum Computing Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company. Set forth below are the
Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s
responses.

Form
10-K/A filed on June 26, 2023

Critical
Accounting Estimates, page 37

 1. We
                                            note your disclosure that one of your critical accounting estimates involves determining
                                            the fair market value and useful life of the intangible assets acquired by the Company through
                                            the merger with QPhoton. The June 16, 2022 acquisition of QPhoton resulted in the recognition
                                            of five different intangible assets totaling $25.5 million and $59.1 million of goodwill,
                                            all representing Level 3 measurements under ASC 820, which increased your total assets by
                                            $84.6 million relative to total assets of $17.3 million as of December 31, 2021. Furthermore,
                                            we note the company did not engage a third party valuation expert to determine the fair value
                                            of the intangible assets or the purchase price and the disclosed valuation techniques include
                                            “management estimates to reasonably approximate the economic value of intangible assets.”
                                            Please have your Registered Public Accounting Firm provide a statement, addressing each of
                                            the factors in paragraph 12 of PCAOB AS 3101, explaining why they did not believe that valuation
                                            of goodwill and intangible assets acquired in the QPhoton acquisition represented a Critical
                                            Audit Matter.

Response: In response to the Staff’s
comment, we note that, after reviewing the factors in paragraph 12 of PCAOB AS 3101, the Company’s registered public accounting
firm has maintained its belief and audit opinion that the valuation of goodwill and intangible assets acquired in the QPhoton merger is
not a Critical Audit Matter. The statement provided by the Company’s registered public accounting firm is:

Although material in total,
the acquisition of QPhoton was straightforward in regards to valuation and purchase price allocation. The Company has engaged a third-party
valuation expert to identify and determine the valuation of intangible assets and goodwill amounts. The resulting valuation was not complex.
Given this, the valuation and acquisition was not deemed to be a Critical Accounting matter. The following sets forth our reasons for
why the valuation of goodwill and intangible assets acquired in the QPhoton acquisition do not represent a Critical Audit Matter.

PCAOB AS 3101 states that
“In determining whether a matter involved especially challenging, subjective, or complex auditor judgment, the auditor should
take into account, alone or in combination, the following factors, as well as other factors specific to the audit”:

 a. The auditor's assessment of the risks of material misstatement, including significant risks. In this case, the risks of material
misstatement were minimal. The QPhoton acquisition was a simple stock-for-stock transaction, with no post-Closing earnouts or repricing
options, so the total purchase price was a simple matter of multiplying the number of shares exchanged by the closing price on the date
of Closing.

 b. The degree of auditor judgment related to areas in the financial statements that involved the application of significant judgment
or estimation by management, including estimates with significant measurement uncertainty. The auditor judgment required was not unusual.
The valuation of the intangible assets was based on established and well accepted methodologies, which were clearly identified, and the
calculations made had no material measurement uncertainty that required extensive auditor judgement.

 c. The nature and timing of significant unusual transactions and the extent of audit effort and judgment related to these transactions.
The QPhoton acquisition did not involve unusual transactions. The Closing occurred on one day, which established the total purchase price,
and intangible assets were valued at the Closing date. The effort required to audit the valuations was not unusual and did not require
specialized auditor judgement.

 d. The degree of auditor subjectivity in applying audit procedures to address the matter or in evaluating the results of those procedures.
The extent of auditor subjectivity involved was minimal. The Company, and its third party valuation expert, provided detailed explanations
for the methodology used to value the identified intangible assets, the calculations made and the basis for the calculations including
models and external inputs.

 e. The nature and extent of audit effort required to address the matter, including the extent of specialized skill or knowledge needed
or the nature of consultations outside the engagement team regarding the matter. The Company, and their third party valuation expert,
provided detailed explanations for the methodology used to value the identified intangible assets, and the calculations made and the basis
for the calculations.

 f. The nature of audit evidence obtained regarding the matter. The audit was based on clearly described methodologies used by
the Company and its third party valuation expert. The valuation expert used well-accepted methodologies to build valuation models. The
inputs to the valuation models were drawn in large part directly from financial projections developed by the Company. These same financial
projections were used by an independent financial advisor in support of the Fairness Opinion that was relied on by the Company’s
Board of Directors in their due diligence review of the transaction.

 2. We
                                            note your disclosure that one of your critical accounting estimates involves determining
                                            the fair market value and useful life of the intangible assets acquired by the Company through
                                            the merger with QPhoton, and that, in the absence of market pricing for the intangible assets,
                                            the Company relied on comparison with similar transactions to arrive at estimates of value
                                            as well as useful life. Please respond to the following:

 ● Please
                                            reconcile the statement here that you relied on comparison with similar transactions to arrive
                                            at estimates of value with your disclosure in footnote 3 of your financial statements where
                                            you appear to describe different approaches related to the determination of fair value for
                                            the acquired goodwill and intangible assets.

 ● Please
                                            provide qualitative and quantitative information necessary to understand the estimation uncertainty
                                            and the impact this critical accounting estimate has had or is reasonably likely to have
                                            on the financial condition or results of operations to the extent material and reasonably
                                            available, including the sensitivity of the reported amounts to the methods, assumptions
                                            and estimates underlying its calculation. Refer to Item 303(b)(3) of Regulation S-K.

Response:
In response to the Staff’s comment, we note that the valuation
of the intangible assets’ fair values and useful lives was an estimate at the time of the QPhoton merger. The Company had considered
the purchase price accounting finalized as of the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2022.
Management subsequently decided to reconsider the accounting estimates initially used and engaged a third-party valuation expert,
Scalar, LLC (“Scalar”), to evaluate the acquired goodwill and identifiable intangible assets. The Company reviewed Scalar’s
methodology and incorporated their results into the financial statements and footnotes in the Company’s recently filed Quarterly
Report on Form 10-Q for the quarter ending June 30, 2022. The methodologies employed by Scalar are detailed in Note 3, Business Combinations,
and Note 4, Intangible Assets and Goodwill. We view the Scalar valuation analysis as new information and accordingly the adjustments are
treated as a change in accounting estimate within the measurement period of ASC 805-10-25-13. In accordance with the guidance, the adjustments
to intangible assets have been recorded as reclassifications within assets in Q2 of 2023. As such, we do not plan to file an amendment
to the 2022 10-K. Further to our position, we evaluated the impact per SAF 99, and determined that the changes to intangible assets would
keep the Company in a net loss position for all financial periods following the closing of the QPhoton merger, have no impact on net uses
of cash, and would not would have been viewed by the reasonable investor as having significantly altered the “total mix” of
information made available.

    2

QUANTUM
COMPUTING INC.

Notes
to Consolidated Financial Statements

Note
3 – Business Combinations, page F-12

3. We
note your disclosure that “The Company estimated the fair value of the acquired tangible and identifiable intangible assets using
management estimates to reasonably approximate the economic value of each asset type”. Please tell us how your valuation of the
fair value of acquired goodwill and intangible assets complies with ASC 805-20-30-1 and 820-10-55-1. For example, explain how each of
the following represents a proper determination of fair value in accordance with ASC 820 by describing the valuation technique (market
approach, cost approach, or income approach) used for each valuation, and how you determined the technique was appropriate for the measurement
considering the availability of data with which to develop inputs that represent the assumptions that market participants would use when
the pricing the asset:

 ● The
                                            value of the customer relationships was determined based upon the founders’ previous
                                            ability to obtain government contracts as a professor at Stevens Institute;

  ● The value
                                            of the employment agreements was determined by multiplying the number of quantum PhD’s
                                            employed by an estimate of their average annual salary;

 ● The
                                            fair value of the QPhoton website domain and trademarked name were determined by management
                                            estimate; and

 ● The
                                            technology and licensed patents were determined based on a multiple of the value of the QPhoton
                                            shares issued to Stevens Institute to obtain the exclusive license to the patents and technology.

Response:
In response to the Staff’s comment, we note that the valuation
of the intangible assets’ fair values and useful lives was a management estimate at the time of the merger. The Company subsequently
engaged Scalar to evaluate the acquired goodwill and intangible assets. The valuation methods used by Scalar are as follows:

 ● For
                                            the non-compete agreement with the founder of QPhoton, Scalar used the “with-and-without”
                                            method based on a variation of the income approach. The with-and-without method requires
                                            two scenarios to be used to value the non-compete asset: (1) the “with scenario”
                                            captures the estimated cash flows from the business if all of the existing assets were in
                                            place including the non-compete asset, and (2) the “without scenario” captures
                                            the estimated cash flows from the business if all of the existing assets were in place except
                                            the non-compete asset. The difference between the two scenarios is attributed to the presumed
                                            loss of cash flows without the non-compete asset in place and represents the value of the
                                            non-compete agreement;

 ● For
                                            the technology/licensed patents and trade name/trademark identifiable assets, Scalar used
                                            the “relief from royalty” methodology, In the relief from royalty method, Scalar
                                            separately estimated the value by capitalizing the royalties saved by virtue of the Company
                                            owning the technology/licensed patents and the trade names/trademarks rather than paying
                                            a rent or royalty for the use of the assets;

    3

 ● For
                                            customer relationships, Scalar determined that there was no identifiable fair value based
                                            on the lack of current customer contracts at the time of the merger;

 ● For
                                            employee agreements, Scalar determined that that there was no identifiable intangible fair
                                            value, rather calculated a fair value included in goodwill attributable to the assembled
                                            workforce. Scalar used the “replacement cost” method which approximates the cost
                                            it would take to reconstruct an asset of similar utility (or to create a substitute asset).
                                            Specifically, this approach considers all of the costs the Company would have incurred to
                                            replace the QPhoton workforce with a brand new (but with comparable education and experience)
                                            workforce. The assembled workforce value is added to goodwill per ASC 805-20-55-6, Assembled
                                            Workforce and Other Items that Are not Identifiable, and not tracked separately as an amortizing
                                            intangible asset.

The
Company agrees that these methodologies are appropriate because (1) the methods used are standard valuation techniques appropriate to
the respective classes of intangible assets involved, and (2) the intangible assets identified could not be readily valued using other
accepted metho

United States securities and exchange commission logo
July 21, 2023
Christopher Roberts
Principal Financial Officer and Principal Accounting Officer
Quantum Computing Inc.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Re:Quantum Computing Inc.
Form 10-K/A filed on June 26, 2023
Form 8-K/A filed on June 26, 2023
Correspondence filed on June 26, 2023
File No. 001-40615
Dear Christopher Roberts:
            We have reviewed your June 26, 2023 response to our comment letter 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 12, 2023 letter.
Form 10-K/A filed on June 26, 2023
Critical Accounting Estimates, page 37
1.We note your disclosure that one of your critical accounting estimates involves
determining the fair market value and useful life of the intangible assets acquired by the
Company through the merger with QPhoton. The June 16, 2022 acquisition of QPhoton
resulted in the recognition of five different intangible assets totaling $25.5 million and
$59.1 million of goodwill, all representing Level 3 measurements under ASC 820, which
increased your total assets by $84.6 million relative to total assets of $17.3 million as of
December 31, 2021. Furthermore, we note the company did not engage a third party
valuation expert to determine the fair value of the intangible assets or the purchase price
and the disclosed valuation techniques include “management estimates to reasonably

 FirstName LastNameChristopher  Roberts
 Comapany NameQuantum Computing Inc.
 July 21, 2023 Page 2
 FirstName LastNameChristopher  Roberts
Quantum Computing Inc.
July 21, 2023
Page 2
approximate the economic value of intangible assets.”  Please have your Registered Public
Accounting Firm provide a statement, addressing each of the factors in paragraph 12 of
PCAOB AS 3101, explaining why they did not believe that valuation of goodwill and
intangible assets acquired in the QPhoton acquisition represented a Critical Audit Matter.
2.We note your disclosure that one of your critical accounting estimates involves
determining the fair market value and useful life of the intangible assets acquired by the
Company through the merger with QPhoton, and that, in the absence of market pricing for
the intangible assets, the Company relied on comparison with similar transactions to arrive
at estimates of value as well as useful life.  Please respond to the following:
•Please reconcile the statement here that you relied on comparison with similar
transactions to arrive at estimates of value with your disclosure in footnote 3 of your
financial statements where you appear to describe different approaches related to the
determination of fair value for the acquired goodwill and intangible assets.
•Please provide qualitative and quantitative information necessary to understand the
estimation uncertainty and the impact this critical accounting estimate has had or is
reasonably likely to have on the financial condition or results of operations to the
extent material and reasonably available, including the sensitivity of the reported
amounts to the methods, assumptions and estimates underlying its calculation.  Refer
to Item 303(b)(3) of Regulation S-K.
QUANTUM COMPUTING INC.
Notes to Consolidated Financial Statements
Note 3 - Business Combinations, page F-12
3.We note your disclosure that "The Company estimated the fair value of the acquired
tangible and identifiable intangible assets using management estimates to reasonably
approximate the economic value of each asset type". Please tell us how your valuation of
the fair value of acquired goodwill and intangible assets complies with ASC 805-20-30-1
and 820-10-55-1.   For example, explain how each of the following represents a proper
determination of fair value in accordance with ASC 820 by describing the valuation
technique (market approach, cost approach, or income approach) used for each valuation,
and how you determined the technique was appropriate for the measurement considering
the availability of data with which to develop inputs that represent the assumptions that
market participants would use when the pricing the asset:
•The value of the customer relationships was determined based upon the founders’
previous ability to obtain government contracts as a professor at Stevens Institute;
•The value of the employment agreements was determined by multiplying the number
of quantum PhD’s employed by an estimate of their average annual salary;
•The fair value of the QPhoton website domain and trademarked name were
determined by management estimate; and
•The technology and licensed patents were determined based on a multiple of the
value of the QPhoton shares issued to Stevens Institute to obtain the exclusive license
to the patents and technology.

 FirstName LastNameChristopher  Roberts
 Comapany NameQuantum Computing Inc.
 July 21, 2023 Page 3
 FirstName LastName
Christopher  Roberts
Quantum Computing Inc.
July 21, 2023
Page 3
4.We note that you did not engage a third party to estimate the fair value of intangible assets
or the purchase price.  Please describe the controls and procedures you have in place to
ensure that you have the expertise internally to properly apply GAAP to this business
acquisition.  Describe the personnel performing the determination of fair value for your
acquired goodwill and intangible assets, including any valuation credentials and
experience they have in valuing assets in accordance with ASC 820.
            You may contact Becky Chow, Staff Accountant at 202-551-6524, or Stephen Krikorian,
Accounting Branch Chief, at 202-551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

Quantum
Computing Inc.

215
Depot Court SE, Suite 215

Leesburg,
VA 20175

June
26, 2023

Becky
Chow

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Quantum
    Computing Inc.

    Form10-K
                                            filed on March 30, 2023

    Form
    8-K/A filed on September 02, 2022

    File
    No. 001-40615

Dear
Ms. Chow:

By
letter dated June 12, 2023, the staff (the “Staff,” “you” or “your”) of the
U.S. Securities & Exchange Commission (the “Commission”) provided Quantum Computing Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Form 10-K filed
March 30, 2023 and the Company’s Form 8-K/A filed September 02, 2022. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s
responses.

Form
10-K filed on March 30, 2023

Notes
to Consolidated Financial Statements

Merger
with QPhoton, Inc., page F-12

1. We
                                            note you completed your merger with QPhoton, Inc. in 2022. Please revise your disclosures
                                            to provide the following information if the merger was accounted for as a business combination
                                            under FASB Accounting Standards Codification Topic 805. Otherwise, please disclose the accounting
                                            method you used for the merger with QPhoton, Inc.

 ● Provide
                                            a purchase price allocation table;

 ● Provide
                                            how you valued the specific assets and liabilities acquired;

 ● Describe
                                            how you valued the stocks and warrants issued as the merger consideration;

 ● Explain
                                            to us how you determined the fair values of the intangible assets you acquired and separately
                                            identify the amount of goodwill acquired; and

 ● Please
                                            tell us your consideration of the disclosure guidance in ASC 805-10-50. If disclosure of
                                            any of the information is impracticable, you should disclose that fact and explain why the
                                            disclosures are impracticable.

Response: In response to the Staff’s
comment, in consideration of the disclosure guidance in ASC 805-10-50, we have amended our disclosure, on Amendment No. 2 to our Annual
Report on Form 10-K, to: (i) clearly indicate that our merger with QPhoton, Inc. in 2022 (the “Merger”) was accounted for
as a business combination under FASB Accounting Standards Codification Topic 805; (ii) include a purchase price allocation table in connection
with the Merger; (iii) describe how we valued the specific assets and liabilities acquired in the Merger; (iv) describe how we valued
the stocks and warrants issued as the merger consideration; and (v) explain how we determined the fair values of the intangible assets
we acquired and separately identify the amount of goodwill acquired. We have considered the disclosure guidance in ASC 805-10-50 and determined
that none of the information is impracticable for disclosure. We now believe that our disclosure is in compliance with all the requirements
of ASC 805-10-50.

Form
8-K/A filed on September 02, 2022

Exhibit
99.3 – Unaudited Pro Forma Combined Financial Information, page F-7

2. Under
                                            ASC 805, the purchase price should be allocated to specific identifiable tangible and intangible
                                            assets and liabilities based on their values. If the accounting is preliminary/provisional,
                                            significant liabilities and tangible and intangible assets likely to be recognized should
                                            be identified and uncertainties regarding the effects of amortization periods assigned to
                                            the asset should be highlighted. In this regard, please explain why your pro forma financial
                                            information does not give effect to the acquisition accounting of the acquisition of QPhoton.

Response: In response to the Staff’s
comment, we have amended our disclosure of the Unaudited Pro Forma Combined Financial Statements of Quantum Computing Inc. as of March
31, 2022 and for the year ended December 31,2021, on Amendment No. 2 to our Current Report on Form 8-K, to include the acquisition accounting
adjustments as of June 16, 2022.

3. We
                                            noted you only provided a table of the total estimated preliminary purchase consideration;
                                            however, under ASC 805, the notes to the pro forma balance sheet should include a disclosure
                                            of the date at which the stock price was determined and a sensitivity analysis for the range
                                            of possible outcomes based upon percentage increases and decreases in the recent stock price.
                                            The appropriate percentages should be reasonable in light of acquirer’s volatility.
                                            Please advise.

Response: In response to the Staff’s
comment, we have amended our disclosure of the Unaudited Pro Forma Combined Financial Information, on Amendment No. 2 to our Current Report
on Form 8-K, to disclose the date at which the stock price was determined. We did not perform, and were not required to perform, a sensitivity
analysis and thus no such disclosure is or was included.

Thank
you for your assistance in reviewing this filing.

Very
Truly Yours,

Christopher
Roberts

Principal
Financial Officer and Principal Accounting Officer

Quantum
Computing Inc.

215
Depot Court SE, Suite 215

Leesburg,
VA 2017

United States securities and exchange commission logo
June 12, 2023
Christopher Roberts
Principal Financial Officer and Principal Accounting Officer
Quantum Computing Inc.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Re:Quantum Computing Inc.
Form 10-K filed on March 30, 2023
Form 8-K/A filed on September 02, 2022
File No. 001-40615
Dear Christopher Roberts:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K filed on March 30, 2023
Notes to Consolidated Financial Statements
Merger with QPhoton, Inc., page F-12
1.We note you completed your merger with QPhoton, Inc. in 2022.  Please revise your
disclosures to provide the following information if the merger was accounted for as a
business combination under FASB Accounting Standards Codification Topic 805.
Otherwise, please disclose the accounting method you used for the merger with QPhoton,
Inc.
•Provide a purchase price allocation table;
•Provide how you valued the specific assets and liabilities acquired;
•Describe how you valued the stocks and warrants issued as the merger consideration;
•Explain to us how you determined the fair values of the intangible assets you
acquired and separately identify the amount of goodwill acquired; and
•Please tell us your consideration of the disclosure guidance in ASC 805-10-50. If

 FirstName LastNameChristopher  Roberts
 Comapany NameQuantum Computing Inc.
 June 12, 2023 Page 2
 FirstName LastName
Christopher  Roberts
Quantum Computing Inc.
June 12, 2023
Page 2
disclosure of any of the information is impracticable, you should disclose that fact
and explain why the disclosures are impracticable.
Form 8-K/A filed on September 02, 2022
Exhibit 99.3 - Unaudited Pro Forma Combined Financial Information, page F-7
2.Under ASC 805, the purchase price should be allocated to specific identifiable tangible
and intangible assets and liabilities based on their fair values. If the accounting is
preliminary/provisional, significant liabilities and tangible and intangible assets likely to
be recognized should be identified and uncertainties regarding the effects of amortization
periods assigned to the assets should be highlighted.  In this regard, please explain why
your pro forma financial information does not give effect to the acquisition accounting of
the acquisition of QPhoton.
3.We noted you only provided a table of the total estimated preliminary purchase
consideration; however,  under ASC 805, the notes to the pro forma balance sheet
should include a disclosure of the date at which the stock price was determined and a
sensitivity analysis for the range of possible outcomes based upon percentage increases
and decreases in the recent stock price. The appropriate percentages should be reasonable
in light of acquirer’s volatility. Please advise.
            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 Becky Chow, Staff Accountant at 202-551-6524, or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

Quantum Computing Inc.

215 Depot Court SE, Suite 215

Leesburg, VA 20175

January 6, 2023

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing Inc.

    Registration Statement on Form S-3

    File No. 333-269063

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act
of 1933, as amended, Quantum Computing Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned
Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Tuesday,
January 10, 2023, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Quantum Computing Inc.

    /s/ Christopher Roberts

    Christopher Roberts

    Chief Financial Officer

United States securities and exchange commission logo
January 5, 2023
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Re:Quantum Computing Inc.
Registration Statement on Form S-3
Filed December 29, 2022
File No. 333-269063
Dear Robert Liscouski:
            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 Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519, or Jan Woo,
Legal Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Metelitsa

CORRESP
1
filename1.htm

Quantum Computing Inc.

215 Depot Court SE, Suite 215

Leesburg, VA 20175

November 4, 2022

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing Inc.

    Registration Statement on Form S-3

    File No. 333-268064

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act
of 1933, as amended, Quantum Computing Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned
Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Tuesday,
November 8, 2022, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Quantum Computing Inc.

    /s/ Christopher Roberts

    Christopher Roberts

    Chief Financial Officer

United States securities and exchange commission logo
November 2, 2022
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Re:Quantum Computing Inc.
Registration Statement on Form S-3
Filed October 28, 2022
File No. 333-268064
Dear Robert Liscouski:
            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 Marion Graham, Law Clerk, at 202-551-6521, or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Metelitsa

CORRESP
1
filename1.htm

Quantum Computing Inc.

215 Depot Court SE, Suite 215

Leesburg, VA 20175

June 1, 2022

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing Inc.

    Registration Statement on Form S-3

    File No. 333-264518

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act
of 1933, as amended, Quantum Computing Inc. (the “Company”) hereby respectfully requests that the effective date of the above-captioned
Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Thursday,
June 2, 2022, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Quantum Computing Inc.

    /s/ Robert Liscouski

    Robert Liscouski

    Chief Executive Officer, Chairman of the Board, and President

United States securities and exchange commission logo
May 2, 2022
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Re:Quantum Computing Inc.
Registration Statement on Form S-3
Filed April 27, 2022
File No. 333-264518
Dear Mr. Liscouski:
            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 Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Metelitsa

CORRESP
1
filename1.htm

Quantum Computing Inc.

215 Depot Court SE, Suite 215

Leesburg, VA 20175

June 2, 2020

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing Inc.

    Registration Statement on Form S-1

    Filed May 21, 2020

    File No. 333- 238586

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, Quantum Computing Inc. (the “Company”) hereby respectfully requests that the effective date
of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at
4:00 p.m. Eastern Time on Wednesday, June 3, 2020, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Quantum Computing Inc.

    /s/ Christopher Roberts

    Christopher Roberts

    Chief Financial Officer

United States securities and exchange commission logo
May 29, 2020
Robert Liscouski
Chairman and Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Re:Quantum Computing Inc.
Registration Statement on Form S-1
Filed May 21, 2020
File No. 333-238586
Dear Mr. Liscouski:
            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 Kathleen Krebs, Special Counsel, at 202-551-3350, or Jan Woo, Legal
Branch Chief, at (202) 551-3453, with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Metelitsa

CORRESP
1
filename1.htm

Quantum Computing Inc.

215 Depot Court SE, Suite 215

Leesburg, VA 20175

December 4, 2019

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing Inc.

    Registration Statement on Form S-1/A

    File No. 333-235079

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, Quantum Computing Inc. (the “Company”) hereby respectfully requests that the effective date
of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at
04:00 p.m. Eastern Time on Friday, December 6, 2019, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Quantum Computing Inc.

    /s/ Christopher Roberts

    Christopher Roberts

    Chief Financial Officer

November 27, 2019
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE, Suite 215
Leesburg, VA 20175
Re:Quantum Computing Inc.
Registration Statement on Form S-1
Filed November 22, 2019
File No. 333-235079
Dear Mr. Liscouski:
            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 Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lawrence Metelitsa, Esq.

May 24, 2019
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE
Suite 212
Leesburg, VA 20175
Re:Quantum Computing Inc.
Amendment No. 3 to Registration Statement on Form 10-12(g)
Filed May 23, 2019
File No. 000-56015
Dear Mr. Liscouski:
            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 Information Technologies
and Services
cc:       Chris Roberts

CORRESP
1
filename1.htm

Quantum
computing INC.

215 DEPOT COURT SE, SUITE 212

LEESBURG, VA 20175

May 23, 2019

Stephen Krikorian

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing, Inc.

    Amendment No. 2. To Registration Statement on Form 10-12(g)

    Filed May 10, 2019

    File No. 000-56015

Dear Mr. Krikorian:

By letter dated May 21, 2019, the staff
(the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission
(the “Commission”) provided Quantum Computing, Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Amendment No. 2 to Registration Statement
on Form 10-12(g) filed on May 10, 2019. We are in receipt of your letter and set forth below are the Company’s responses
to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses.

Amendment No. 2 to Registration Statement on Form 10

Financial Statements and Exhibits, page F-1

 1. As you prepare your amended document, please continue
to be aware of the requirements set forth in Rule 8-08 of Regulation S-X regarding the age of the financial statements included
in your filing. Please update your financial statements as needed to ensure the requirements are met as of the anticipated date
of automatic effectiveness of the registration statement.

Response: We note the
Staff’s comment and have updated our financial statements accordingly.

Notes to the Audited Financial Statements

Note 8 – Capital Stock, page F-14

 2. You disclose the requisite service period is the three
year period starting with the first date of employment. However, you determined that the full amount of the fair market value
of the shares should be recognized as compensation expense as of the date of the grant since the awards immediately vest. Please
note that since the awards includes a feature to repurchase the awards for no consideration if the employee terminates employment
before the completion of the service period, the substance of this feature would represent a substantive service condition (i.e.,
vesting is over the three year period). We refer you to ASC 718-10-25-3.

Response: Under ASC
718, because the employee stock grants vested immediately, there really was no requisite service period over which the grants
were to vest, so our previous disclosure would have been clearer if we had stated that there was no requisite service
period. There is however, a three year period from date of employment during which the Company has a right to
recoup the stock if the employee terminates employment, also known as a clawback right. This is a service condition under ASC
718, not a market or performance condition, but it is conditional so the question then becomes whether it is
“substantive” and therefore more closely analogous to a vesting period in reverse. Because the stock grants were
made to key management and technical personnel who the company reasonably expected would remain employed for three years, we
do not think this service condition is substantive. Moreover, while the company has a legal right to recoup shares under
certain conditions, in practice there are a number of procedural hurdles we would have to overcome to actually receive the
shares back if the terminated employee does not voluntarily surrender the certificate, and there is no guarantee we would
succeed. Finally, the guidance in ASC 718-10-55-8 that a contingent feature of a stock grant should be accounted
for if, and when, the contingent event occurs, supports our contention that the clawback provision should be treated not as a
vesting provision, but rather as a forfeiture, but only if the clawback is exercised.  For the above reasons, we
recorded the full amount of the fair market value of the stock based compensation as an expense at the time of grant, which
is the most conservative approach, and fully disclosed the number of shares granted and the nature of the clawback
feature.

We will incorporate a revised
disclosure containing the analysis above in the amendment to the Form 10 we are filing concurrently with this letter, and resubmit.

Thank you for your assistance in reviewing
this filing.

    Very Truly Yours,

    /s/ Robert Liscouski

    Robert Liscouski

    Chief Executive Officer

    Quantum Computing, Inc.

    215 Depot Court SE

    Suite 212

    Leesburg, VA 20175

May 21, 2019
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE
Suite 212
Leesburg, VA 20175
Re:Quantum Computing Inc.
Amendment No. 2 to Registration Statement on Form 10-12(g)
Filed May 10, 2019
File No. 000-56015
Dear Mr. Liscouski:
            We have reviewed your amended filing 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our April 30, 2019 letter.
Amendment no. 2 to Registration Statement on Form 10
Financial Statements and Exhibits, page F-1
1.As you prepare your amended document, please continue to be aware of the requirements
set forth in Rule 8- 08 of Regulation S-X regarding the age of the financial statements
included in your filing.  Please update your financial statements as needed to ensure the
requirements are met as of the anticipated date of automatic effectiveness of the
registration statement.

 FirstName LastNameRobert Liscouski
 Comapany NameQuantum Computing Inc.
 May 21, 2019 Page 2
 FirstName LastName
Robert Liscouski
Quantum Computing Inc.
May 21, 2019
Page 2
Notes to the Audited Financial Statements
Note 8 – Capital Stock, page F-14
2.You disclose the requisite service period is the three year period starting with the first date
of employment.  However, you determined that the full amount of the fair market value of
the shares should be recognized as compensation expense as of the date of the grant since
the awards immediately vest.  Please note that since the awards includes a feature to
repurchase the awards for no consideration if the employee terminates employment before
the completion of the service period, the substance of this feature would represent a
substantive service condition (i.e., vesting is over the three year period).  We refer you to
ASC 718-10-25-3.
            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 Amanda Kim, Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Edwin Kim, Attorney-Advisor, at (202) 551-3297 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Chris Roberts

CORRESP
1
filename1.htm

QUANTUM COMPUTING INC.

215 DEPOT COURT SE, SUITE 212

LEESBURG, VA 20175

May 10, 2019

Amanda Kim

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing Inc.

    Amendment No. 1 to Registration Statement on Form 10-12(g)

    Filed April 15, 2019

    File No. 000-56015

Dear Ms. Kim:

By letter dated April 30, 2019, the staff (the
“Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission
(the “Commission”) provided Quantum Computing Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Amendment No.1 to the Registration
Statement on Form 10-12(g) filed on April 15, 2019. We are in receipt of your letter and set forth below are the Company’s
responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses.

Amendment No.1 to Registration Statement
on Form 10

Item 6. Executive Compensation

Summary Compensation Table, page 27

 1. We note your response to prior comment 5 that you determined the appropriate fair value of the
stock grants to employees by using the closing OTC Market price on the day of the stock grants as the fair market value. Please
explain to us why the amounts in the Stock Awards column in your Summary Compensation Table appear to be inconsistent and much
less than the OTC Market price used to adjust compensation expense in 2018.

    RESPONSE:
    In response to the Staff’s comment, we have revised the amounts in the Stock Awards column in the Summary Compensation Table to be consistent with the OTC Market price used to adjust compensation expense in 2018.

      1

Item 15. Financial Statements and Exhibits

Balance Sheets as of December 31, 2018 and
December 31, 2017, page F-4

 2. We note your response to prior comment 5 that your repurchase rights should be viewed as forfeiture
provisions and have adjusted the stock compensation expense in 2018 accordingly. However, we note your Balance Sheet continues
to present 4,724,161 shares issued and outstanding as of December 31, 2018. Please revise or advise.

    RESPONSE:
    In response to the Staff’s comment, we advise that the number of shares issued and outstanding as of December 31, 2018 is correctly stated at 4,724,161 shares. This number was corrected in the initial Form 10-12(g) filing after the shares were forfeited by the two employees who resigned. Because the shares were forfeited and cancelled, they were deleted and removed from the financial statements, although in the initial Form 10-12(g) filing the compensation expense associated with these shares was not reversed out. In the amended Form 10-12(g) filing, only the compensation expense was changed, not the number of issued and outstanding shares.

Statement of Stockholders’
Deficit, page F-6

 3. We note your response to prior comment 4. The balance of accumulated deficit of ($16,484,367) as
of December 31, 2018 presented on the Statement of Stockholders’ Deficit still does not agree with the accumulated deficit
of ($20,379,867) as of December 31, 2018 presented on the Balance Sheet. Please revise.

    RESPONSE:
    In response to the Staff’s comment, we have revised the balance of accumulated deficit as of December 31, 2018 presented on the Statement of Stockholders’ Deficit. This was a formatting error: the amounts for Beneficial Conversion Feature and Subscription Receivable should have been listed in the APIC column, not in the Accumulated Deficit column. When those two numbers are moved to the correct column the Statement of stockholders Deficit ties to the balance sheet.

Notes to the Audited Financial Statements,
page F-14

 4. Your response to prior comment 5 references ASC 718. Please describe the significant terms of the
stock-based employee awards including the vesting and contractual terms. Tell us what consideration was given to recognizing the
compensation cost of the share-based employee awards over the requisite service period. Revise to disclose the requisite service
period for your stock-based compensation grants and any other substantive conditions including those relating to vesting. We refer
you to ASC 718-10-35-2 and 718-10-50-2(a)(1).

    RESPONSE:
    In response to the Staff’s comment, we have described the significant terms of the stock-based employee awards, including the vesting and contractual terms, and the consideration that was given to recognizing the compensation cost of the share-based employee awards over the requisite service period. Additionally, we have revised our disclosure to include the requisite service period for our stock-based compensation grants.

      2

We urge all persons
who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information
of the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures that they have made.

The company acknowledges
that

 · The company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 · The company may not assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Thank you for your assistance in reviewing
this filing.

Very Truly Yours,

    /s/ Robert Liscouski

    Robert Liscouski

    Chief Executive Officer

    Quantum Computing Inc.

    215 Depot Court SE

    Suite 212

    Leesburg, VA 20175

      3

April 30, 2019
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE
Suite 212
Leesburg, VA 20175
Re:Quantum Computing Inc.
Amendment No. 1 to Registration Statement on Form 10-12(g)
Filed April 15, 2019
File No. 000-56015
Dear Mr. Liscouski:
            We have reviewed your April 15, 2019 response to our comment letter 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 9, 2019 letter.
Amendment No. 1 to Registration Statement on Form 10
Item 6. Executive Compensation
Summary Compensation Table, page 27
1.We note your response to prior comment 5 that you determined the appropriate fair value
of the stock grants to employees by using the closing OTC Market price on the day of the
stock grants as the fair market value.  Please explain to us why the amounts in the Stock
Awards column in your Summary Compensation Table appear to be inconsistent and
much less than the OTC Market price used to adjust compensation expense in 2018.
Item 15. Financial Statements and Exhibits
Balance Sheets as of December 31, 2018 and December 31, 2017, page F-4

 FirstName LastNameRobert Liscouski
 Comapany NameQuantum Computing Inc.
 April 30, 2019 Page 2
 FirstName LastName
Robert Liscouski
Quantum Computing Inc.
April 30, 2019
Page 2
2.We note your response to prior comment 5 that your repurchase rights should be viewed
as forfeiture provisions and have adjusted the stock compensation expense in 2018
accordingly.  However, we note your Balance Sheet continues to present 4,724,161 shares
issued and outstanding as of December 31, 2018.  Please revise or advise.
Statement of Stockholders’ Deficit, page F-6
3.We note your response to prior comment 4.  The balance of accumulated deficit of
($16,484,367) as of December 31, 2018 presented on the Statement of Stockholders’
Deficit still does not agree with the accumulated deficit of ($20,379,867) as of December
31, 2018 presented on the Balance Sheet.  Please revise.
Notes to the Audited Financial Statements, page F-14
4.Your response to prior comment 5 references ASC 718.  Please describe the significant
terms of the stock-based employee awards including the vesting and contractual terms.
 Tell us what consideration was given to recognizing the compensation cost of share-based
employee awards over the requisite service period.  Revise to disclose the requisite service
period for your stock based compensation grants and any other substantive conditions
including those related to vesting.  We refer you to ASC 718-10-35-2 and 718-10-50-
2(a)(1).
            You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Edwin Kim, Attorney-Advisor, at (202) 551-3297 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Chris Roberts

CORRESP
1
filename1.htm

QUANTUM COMPUTING INC.

215 DEPOT COURT SE, SUITE 212

LEESBURG, VA 20175

April 15, 2019

Stephen Krikorian

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quantum Computing, Inc.

    Registration Statement on Form 10-12(g)

    Filed March 25, 2019

    File No. 000-56015

Dear Mr. Krikorian:

By letter dated April 9, 2019, the staff
(the “Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission
(the “Commission”) provided Quantum Computing Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Form 10-12(g) filed on March 25,
2019. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For
your convenience, the comments are listed below, followed by the Company’s responses.

Registration Statement on Form 10

Business

Our Company, page 1

 1. Please revise to provide the estimated costs needed to perform each step you still need to perform to bring your prospective
software to market.

Response: We have
revised Item 1. Business to disclose our estimates as to what each step will cost to perform to bring the products to market.
To bring our software product to market will require completion of what we believe is three steps – finalizing
the programming and testing of the underlying algorithms and calculations (estimated at $200,000), final design, programming
and testing of the Graphic User Interface or GUI (estimated at $150,000), and a sales and marketing campaign, including
publicity and hiring sales staff (estimated at $150,000).

History, page 1

 2. You disclose that William Alessi filed a law suit against your predecessor, Innovative Beverage Group Holdings, Inc. and received
a default judgement. Please revise to provide a description of the claims asserted in the complaint and the remedies and damages
sought.

Response: We have revised
Item 1. Business to provide a description of the claims asserted in the complaint and the remedies and damages sought. William
Alessi filed a lawsuit against the predecessor of Quantum Computing, Innovative Beverage Group Holdings, Inc. (“IBGH”)
alleging “(1) fraud; and (2) breach of fiduciary duties of care, loyalty and good faith to the Corporation’s shareholders.”
Mr. Alessi’s complaint alleged that the officers and directors of IBGH had abandoned it and allowed the Corporation’s
assets to be wasted, causing injury to the Corporation and its shareholders. Mr. Alessi sought damages of $30,000 for each claim,
plus reimbursement of filing costs of $1,000, and the appointment of a Receiver for the Corporation.

Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure, page 35

 3. We note your Report of Independent Registered Public Accounting Firm for the audit of December 31, 2018 financial statements
has been signed by BG Borgers CPA PC who has served as your auditor beginning in 2019. However, you disclose that there have been
no changes in accountants. Please revise the disclosures to comply with Item 304 of Regulation S-K and provide an exhibit 16 letter
required by Item 601 of Regulation S-K.

Response: We have revised this section accordingly.

Financial Statements and Exhibits

Statement of Stockholders’ Deficit, page F-6

 4. The balance of accumulated deficit as of December 31, 2018 presented on the Statement of Stockholders’ Deficit does not
agree with the accumulated deficit as of December 31, 2018 presented on the Balance Sheet. Please revise.

Response: The accumulated deficit as of December
31, 2018 shown on the balance sheet and the statement of stockholders deficit are off by $1.00 due to cumulative rounding errors.
We have revised this accordingly.

Financial Statements and Supplementary Data

Note 8 – Capital Stock, page F-14

 5. We note that your recognized stock based compensation expense
                                         of $24.1 million in connection with grants of stock to key personnel. We also note that
                                         two of the key management employees resigned from the Company and returned all of their
                                         stock grants for a total of 4,000,000 shares. Please clarify why the repurchase of the
                                         stock award grants do not result in a reversal of your stock based compensation cost.
                                         Consider whether your repurchase rights are effectively forfeiture provisions. Additionally,
                                         please tell us how you determined the appropriate fair value used to measure the compensation
                                         cost. We refer you to ASC 718-10-35-3(b) and 718-20-35-7.

Response: The stock based
compensation (4.8M shares were granted to employees in 2018) was recorded according to the guidelines of ASC 718. The rules pertaining
to forfeiture of grants of stock and stock options in ASC 718 do not clearly address a situation such as we had with an employee
resigning and forfeiting their stock. We discussed this issue at length in January with our auditor, who insisted that based on
his knowledge of the SEC interpretation of ASC 718, we could not reverse the compensation expense.

We did not reverse the stock compensation
expense because we did not believe that was permissible under our interpretation of the forfeiture provisions of ASC 718. However,
upon further consideration we concur with the SEC assessment that our repurchase rights should be viewed as forfeiture provisions
and have adjusted the stock compensation expense in 2018 accordingly. We determined the appropriate fair value of the stock grants
to employees by using the closing OTC Market price on the day of the stock grants as the FMV. The closing price we used was listed
on the OTC Markets website.

Thank you for your assistance in reviewing
this filing.

Very Truly Yours,

    /s/
    Robert Liscouski

Robert Liscouski

Chief Executive Officer

Quantum Computing, Inc.

215 Depot Court SE

Suite 212

Leesburg, VA 20175

2

April 9, 2019
Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE
Suite 212
Leesburg, VA 20175
Re:Quantum Computing Inc.
Registration Statement on Form 10-12(g)
Filed March 25, 2019
File No. 000-56015
Dear Mr. Liscouski:
            We have reviewed your filing 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Registration Statement on Form 10
Business
Our Company, page 1
1.Please revise to provide the estimated costs needed to perform each step you still need to
perform to bring your prospective software to market.
History, page 1
2.You disclose that William Alessi filed a law suit against your predecessor, Innovative
Beverage Group Holdings, Inc., and received a default judgment.  Please revise to provide
a description of the claims asserted in the complaint and the remedies and damages
sought.

 FirstName LastNameRobert Liscouski
 Comapany NameQuantum Computing Inc.
 April 9, 2019 Page 2
 FirstName LastName
Robert Liscouski
Quantum Computing Inc.
April 9, 2019
Page 2
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure, page 35
3.We note your Report of Independent Registered Public Accounting Firm for the audit of
December 31, 2018 financial statements has been signed by BF Borgers CPA PC who has
served as your auditor beginning in 2019.  However, you disclose that there have been no
changes in accountants.  Please revise the disclosures to comply with Item 304 of
Regulation S-K and provide an exhibit 16 letter required by Item 601 of Regulation S-K.
Financial Statements and Exhibits
Statement of Stockholders’ Deficit, page F-6
4.The balance of accumulated deficit as of December 31, 2018 presented on the Statement
of Stockholders’ Deficit does not agree with the accumulated deficit as of December 31,
2018 presented on the Balance Sheet.  Please revise.
Financial Statements and Supplementary Data
Note 8 – Capital Stock, page F-14
5.We note that you recognized stock based compensation expense of $24.1 million in
connection with grants of stock to key personnel.  We also note that two of the key
management employees resigned from the Company and returned all of their stock grants
for a total of 4,000,000 shares.  Please clarify why the repurchase of the stock award
grants do not result in a reversal of your stock based compensation cost.  Consider
whether your repurchase rights are effectively forfeiture provisions.  Additionally, please
tell us how you determined the appropriate fair value used to measure the compensation
cost.  We refer you to ASC 718-10-35-3(b) and 718-20-35-7.
            You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Michael Foland,
Attorney-Advisor, at (202) 551-6711 or Edwin Kim, Attorney-Advisor, at (202) 551-3297 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Chris Roberts