Item 1.01 Entry into a Material Definitive Agreement.

On December 28, 2021, Quantum-Si Incorporated (the "Company") entered into a Lease Agreement (the "Lease") with Winchester Office LLC (the "Landlord") for approximately 65,000 rentable square feet consisting of the entire 3rd and 4th floors and a portion of the 1st floor of the building located at 115 Munson Street (the "Premises"). The Premises covered by the Lease will be developed to serve as the Company's new headquarters in New Haven, Connecticut.

Landlord shall deliver possession of the Premises to the Company within seven (7) days after the date of the Lease. The term of the Lease (the "Initial Term") shall commence on the date of such delivery (the "Commencement Date") and end on the expiration of one hundred twenty (120) full calendar months from the Rent Commencement Date, as defined below. The Company has the option to extend the Initial Term for two (2) additional five (5) year periods, subject to the terms of the Lease.

The Company will be obligated to pay base rent ("Base Rent") in the amount of $191,071.50 per month beginning one hundred eighty (180) days after the Commencement Date (the "Rent Commencement Date") and for twelve (12) months following the Rent Commencement Date. Thereafter, annual Base Rent shall increase annually by two and one-half percent (2.5%) on each anniversary of the Rent Commencement Date. In the event the Company exercises its option to extend the Initial Term, the Lease provides for monthly rent payments during the first year of such renewal term at the then-current fair market rent as determined in accordance with the Lease, and thereafter the base rent during each renewal term shall increase two and one-half percent (2.5%) annually. In addition to Base Rent, the Lease requires the Company to pay its proportionate share (52.60%) of additional rent amounts for taxes, insurance, maintenance and other operating expenses.

The Lease includes various covenants, indemnities, termination rights, and other provisions customary for lease transactions of this nature, including the delivery by the Company of a security deposit in the amount of $573,214.50 concurrent with the Company's execution of the Lease. The Lease also contains customary events of default that, among other things, entitle the Landlord to terminate the Lease and recover from the Company all rent payments and other amounts payable as of the date of termination and that would otherwise be payable for the remainder of the term of Lease, plus certain additional costs and expenses arising from the termination. The specified events of default include, among other things, nonpayment of rent or other amounts due and payable by the Company under the Lease, an uncured breach of a covenant under the Lease, an assignment to the benefit of creditors, and certain bankruptcy and insolvency events.

The foregoing summary of the Lease is qualified in its entirety by reference to the full text of the Lease, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth above under Item 1.01 are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 4, 2022, the Company issued a press release announcing its entry into the Lease. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information set forth in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.     Description



  10.1   Lease Agreement between Quantum-Si Incorporated and Winchester Office
         LLC, dated December 28, 2021

  99.1   Press Release, dated January 4, 2022

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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