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