You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim condensed consolidated financial statements and the related notes appearing elsewhere in this report, and our audited consolidated financial statements and the related notes for the year ended December 31, 2025 and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Prospectus. Some of the information contained in this discussion and analysis, including information with respect to our current plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the section of this quarterly report titled “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless the context otherwise requires, references in this section to “Quantinuum,” “we,” “our,” “us,” and the “Company” refer to Quantinuum Inc. and its consolidated subsidiaries. Overview Quantum computing is quickly evolving from research to early commercial adoption to address the insatiable need for computing power in the digital age. Even as classical computing continues to advance in energy-efficient performance, the huge computational demands of new applications such as artificial intelligence (“AI”) are making it challenging for classical computing to keep pace. Quantum computing is a fundamentally different approach that allows us to solve entirely new classes of problems in a resource-efficient manner. This paradigm change is being propelled by governments and enterprises, as they recognize quantum computing as a potential key enabler of long-term growth. Quantinuum was built with the mission to lead this transition and play a pivotal role in defining the future of the computing industry. We believe the future of computing will be inherently hybrid, combining classical compute (i.e., CPUs), accelerated compute (i.e., GPUs) and quantum compute (i.e., QPUs). In this architecture, quantum computing will become a foundational layer for solving classes of problems that are fundamentally difficult for classical and accelerated systems alone. We view quantum computing not as a standalone replacement for classical systems, but as a new foundational layer within a hybrid computing stack. In this model, workloads are dynamically orchestrated across computing systems to ensure optimal execution, enabling each class of problem to be solved on the most appropriate computing substrate. Our quantum systems have been designed from the ground up with this hybrid framework in mind. We are already exploring protocols in which our quantum systems will generate data that is subsequently used by AI models to learn and guide the generation of additional data—creating a closed‑loop feedback system that accelerates discovery across multiple domains. Critically, unlike classical systems, our QPUs produce data that is extremely difficult—if not impossible—to produce classically. This confers a unique advantage: rather than training AI models on data that is broadly available or incrementally derived, we provide novel, high‑value data that would otherwise be prohibitively expensive or altogether unattainable. This capability is driven by our QPU’s ability to accurately model highly complex chemical and physical systems, unlocking insights beyond the reach of traditional computing approaches. Quantinuum is a leading quantum computing platform that offers solutions like hardware platforms, developer tools, application libraries and solution-targeted intellectual property (“IP”). Our vertically integrated quantum computing platform combines sophisticated quantum hardware systems and middleware with application software designed to make quantum computing deployable in real-world environments. By enabling hybrid quantum-classical computing workflows with our software, we believe we accelerate the creation of entirely new application categories, such as quantum-enabled AI. Our model of working closely with our customers and partners to build new hardware and software capabilities builds deep, durable relationships that we believe enables Quantinuum to create and capture value. Our selective approach to what we retain as proprietary and what we license as open-source is designed to accelerate developer adoption and ecosystem growth without compromising long-term competitive advantages. Core architectural and system-level IP remain proprietary and protected, while openness is pursued in areas where it strengthens developer engagement. Our QCCD architecture is designed to prioritize accuracy, connectivity and system-level performance over raw gate speed, reflecting our focus on improving time-to-solution for real-world workloads. Quantinuum’s platform is built on the well-established QCCD architecture established in the early 2000s, which we implemented with novel designs and capabilities to achieve the industry’s highest accuracy levels based on Helios’ 99.921% average two-qubit gate fidelity, as of December 31, 2025. See “About this Prospectus—Market and Industry Data.” In fact, we were the first in the industry to implement logical qubits with a higher accuracy than physical qubits, according to the 2021 Ryan-Anderson et al. Study. 19 Quantinuum has demonstrated technical and operational progress through multiple generations of commercially deployed quantum systems, including H1 (2020), H2 (2023) and Helios (2025). H1 was the first commercial quantum system to demonstrate “Three Nines” (“99.9%”) accuracy for two-qubit gates across all qubit pairs, according to the 2025 Kretschmer et al. Study, and each generation delivered measurable improvements in performance and accuracy. Our team continues to build on these improvements and is working on future system generations, such as Sol, which we expect to introduce in 2027 and anticipate will achieve up to 100 logical qubits (a key milestone in fault-tolerant computing), and Apollo, which we expect to introduce in 2029 and anticipate will achieve 100s of logical qubits. While certain alternative approaches, such as superconducting architectures, may achieve faster individual gate speeds, they often require significantly more operations and higher error-correction overhead to reach a reliable result. We evaluate the performance and commercial readiness of our platform using system-level metrics that we—and our customers—believe are indicative of real-world value and the ability to produce successful outcomes and solutions, rather than early stage and traditional metrics, such as raw qubit count or gate speed. The metrics and performance drivers that best showcase our ability to achieve results include fidelity, number of logical qubits, system scalability, time-to-solution and full-stack performance. We believe these metrics are more directly aligned with customer outcomes and commercial adoption, system cost and the ability to support increasingly complex workloads. Our strategy is hardware-led and software-enhanced, delivering high-accuracy quantum hardware with co-optimized middleware and applications to enable customers to design and implement solutions. Our middleware tools for quantum software developers, like the high-level quantum programming language, Guppy, are designed to make writing and executing quantum programs easy, enabling customers to build high-value solutions. We believe that our software tools across multiple platforms significantly lower the adoption hurdle in application development while creating loyalty to Quantinuum’s platform. We expect that our full-stack offerings, including applications, will help us capitalize on early commercial value as quantum technology is deployed across industries, while preserving significant flexibility to capture value as the industry moves up stack. Recent Development - U.S. Government Transaction On May 21, 2026, we announced that we entered into a non-binding Letter of Intent (“Letter of Intent”) with the Department of Commerce (the “Department of Commerce”) under the CHIPS Act of 2022, covering an award of up to an aggregate $100.0 million (the “Award”), to be disbursed to us in multiple payments, with $56.0 million to be made available on or about the date of the Award (the “Award Date”) and two subsequent payments (the “Milestone Payments”) in connection with, and subject to, our achievement of certain project milestones, which are expected to be required to be achieved within five years of the Award Date (the “U.S. Government Transaction”). In exchange for receiving the Award, under the terms of the Letter of Intent, we would be obligated to issue equity securities on the Award Date to the Department of Commerce in the full amount of the Award, at an issuance price that is based on the lowest of (i) the initial public offering price per share discounted by 20% and (ii) the publicly traded closing share price on the Award Date, discounted by 15%. The Letter of Intent contemplates that we will undertake certain activities at multiple existing U.S. project sites to address key technical challenges in scaling trapped-ion-based quantum computing systems. The proposed transaction remains subject to the negotiation and execution of the definitive award documents (the “Definitive Award Documents”), the satisfaction of numerous conditions, and final government approvals. There can be no assurance that the U.S. Government Transaction will be consummated on the terms contemplated in the Letter of Intent or at all. Even if the Definitive Award Documents are executed, a portion of the funding would be disbursed in tranches subject to the achievement of specified milestones, and any failure to meet a milestone could result in the withholding of funding. Further, failure to complete certain required activities to be set forth in the Definitive Award Documents or comply with certain provisions of the Definitive Award Documents may subject previously disbursed amounts to certain clawback provisions. Key Components Of Results Of Operations Revenue—net We derive revenue from contracts associated with the design, development, construction and sale of specialized quantum computing hardware, from contracts providing access to our quantum computing systems with maintenance and other support services, and from consulting services related to co-developing algorithms on quantum computing systems. Our contracts for cloud platform, research and other related support services represent performance obligations that are satisfied over time when the customer simultaneously receives and consumes the benefits as we perform the work, if the customer controls the asset as it is created, or if our performance does not create an asset with an alternative use and we have an enforceable right to payment. These arrangements often involve providing customers with ongoing, stand-ready 20 access to our quantum computing systems and resources. The transaction price for these contracts generally consists of a fixed fee for a defined service period, which may also include a variable component for usage exceeding contractual minimums. For these performance obligations, fixed fees are typically recognized on a straight-line basis over the service period, while variable usage fees are recognized in the period they occur. To measure our progress for performance obligations satisfied over time, we use output methods, such as customer consumption, achievement of contractual milestones, or a straight-line measure of progress, selecting the method that best depicts the transfer of control to the customer. For performance obligations related to the sale of specialized quantum computing hardware, revenue is recognized at a point in time when control of the asset transfers to the customer, which is typically upon delivery and commissioning. These arrangements may qualify as sales-type leases under ASC 842. The application of these accounting principles requires us to make judgments and estimates, and changes to these estimates can have a significant impact on the timing and amount of revenue recognized. Revenue may fluctuate significantly from period to period due to the timing of new contracts, the commencement of large multiyear engagements, customer usage patterns and the onboarding of new enterprise and government customers. As is typical of quantum computing organizations, our customer base is concentrated and revenue from individual customers may represent a large percentage of total revenue in any given period. Costs and Expenses Cost of revenue Cost of revenue consists primarily of costs associated with operating our quantum computing systems and cloud delivery infrastructure. These expenses include: •Personnel related costs for operations, reliability and customer support teams; •Depreciation related to our quantum computing systems; •Infrastructure costs, including costs associated with maintaining the cloud platform and allocation of facility costs; and •Third-party costs, including fees paid to third-party contractors or consultants engaged to support the delivery of services to our customers. Period over period changes in cost of revenue are driven by the timing of system upgrades and deployments, expansion of computing capacity to support demand growth and increases in cloud and data center infrastructure usage. Amortization expense Amortization expense includes amortization of acquired intangible assets—such as patents and technology, customer relationships and trademarks. Amortization will vary with the timing of product development cycles, the mix of intangible assets acquired or capitalized and the corresponding useful lives of the underlying assets. Due to the breadth of proprietary technologies supporting our quantum systems, amortization expense is expected to remain a meaningful component of our cost structure. Research and development expenses—net Research and development expenses represent our most significant investment and reflect efforts to advance core trapped-ion hardware generations, increase qubit capacity and fidelity, develop system level control software and expand algorithmic and application layer capabilities. These expenses include personnel related costs, prototype system development, laboratory operations, materials and outsourced research services. Research and development is presented net of the UK Research and Development Expenditure Credit (“RDEC”). Because the timing and magnitude of these offsets vary, net research and development expense may not trend proportionally with underlying gross investment. As with other quantum computing companies, continued research and development investment is critical to advancing our technology roadmap and supporting long term commercialization objectives. 21 Sales and marketing expenses Sales and marketing expenses include personnel related costs for sales, business development and marketing. These expenses also include the cost of customer acquisition programs, participation in industry conferences, digital marketing and initiatives to cultivate early adopter ecosystems for quantum computing. Early stage enterprise adoption cycles remain long and variable, which may lead to non-linear trends in sales and marketing expenses. General and administrative expenses General and administrative expenses include personnel related costs for corporate functions such as finance, legal and executive management as well as allocated costs for human resources and information technology. These expenses also include professional fees, insurance expenses (including directors’ and officers’ liability insurance) and other corporate overhead costs. Stock compensation expense A significant portion of our outstanding equity awards include restricted Quantinuum Class C shares and RSU awards covering Quantinuum Class C shares granted to the executive management team under the 2023 Plan. These equity awards contain liquidity event vesting conditions that were satisfied upon the completion of the IPO. Because service-based or performance-based vesting conditions for a portion of these awards have already been met, we recognized a substantial, one time, non-recurring stock compensation expense in the period in which the IPO occurred. In addition to our executive management team’s equity awards, a substantial portion of our future stock‑based compensation relates to contractual entitlements made to employees by Quantinuum (Cayman) and its affiliates to receive restricted stock units. See Note 15 — Stock-Based Compensation to our Condensed Consolidated Financial Statements for a description of these plans. These awards were subject to satisfaction of a liquidity‑event condition for Quantinuum (Cayman) and were formally granted by the Board following the completion of the IPO. We recognized a significant, one‑time, non‑recurring stock‑based compensation expense in the period in which Quantinuum Inc. approved and granted these restricted stock units, which occurred upon the IPO, reflecting service rendered prior to the applicable grant date. All future stock-based compensation expense will: •materially increase operating expenses for the period subsequent to the liquidity event and the period in which Quantinuum Inc. approves employee restricted share units; •not require the use of cash; •significantly affect comparability between pre-offering and post-offering financial periods; and •vary depending on the timing of the offering, the valuation of our common stock and future equity awards. Other (income)/expense—net Other (income)/expense—net includes realized and unrealized foreign currency gains and losses, government grant income not associated with customer contracts and other non-operating items. These items may fluctuate significantly from period to period due to changes in interest rates and exchange rate movements. Tax expense Prior to the reorganization in connection with the IPO, we operated primarily through an entity classified as a partnership for U.S. federal income tax purposes and therefore were generally not subject to U.S. federal corporate income taxes. We are also subject to foreign income taxes in jurisdictions in which we operate. Our effective tax rate will depend on the geographic mix of earnings, the utilization of net operating losses, valuation allowances on deferred tax assets and the allocation of income to non-controlling interests. 22 Following the IPO, Quantinuum Inc. is treated as a U.S. corporation and will be subject to U.S. federal and applicable state and local income taxes. We operate using an Up-C structure under which Quantinuum Inc. holds interests in Quantinuum Holdings. We entered into a Tax Receivable Agreement with certain pre-IPO owners, under which we will pay a portion of certain tax benefits that we realize as Common Units are exchanged. Results of Operations Comparison of the Three Months Ended June 30, 2026 and 2025 The following table sets forth our results of operations for the periods indicated: Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Revenue—net $ 7,998 $ 2,108 $ 5,890 279 % Costs and expenses: Cost of revenue 10,312 1,205 9,107 756 % Amortization expense 4,185 2,839 1,346 47 % Research and development expenses—net 367,292 39,667 327,625 826 % Sales and marketing expenses 29,328 3,413 25,915 759 % General and administrative expenses 151,907 6,071 145,836 2,402 % Total costs and expenses 563,024 53,195 509,829 958 % Loss from operations (555,026) (51,087) (503,939) 986 % Interest income—net (4,719) (999) (3,720) 372 % Loss on change in fair value of warrant liabilities 47,615 6,400 41,215 644 % Other (income)/expense—net (1,971) 429 (2,400) (559) % Loss before taxes (595,951) (56,917) (539,034) 947 % Tax expense 569 — 569 N.M. Net loss $ (596,520) $ (56,917) $ (539,603) 948 % N.M. - Not Meaningful Cost of revenue, Research and development expenses—net, Sales and marketing expenses, and General and administrative expenses for the periods include Stock compensation expense as follows: Three Months Ended June 30, 2026 2025 Cost of revenue $ 6,331 $ — Research and development expenses—net 294,901 — Sales and marketing expenses 17,217 — General and administrative expenses 129,011 — Total Stock compensation expense $ 447,460 $ — Revenue—net Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Revenue—net $ 7,998 $ 2,108 $ 5,890 279 % Revenue—net increased $5.9 million, or 279% for the three months ended June 30, 2026, primarily driven by an increase in revenue from cloud platform, research and support services. 23 Cost of revenue Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Cost of revenue $ 10,312 $ 1,205 $ 9,107 756 % Cost of revenue increased $9.1 million, or 756% for the three months ended June 30, 2026, primarily due to an increase in stock-based compensation expense of $6.3 million, the majority of which represents a one-time cumulative adjustment related to the IPO. The remainder of the increase was driven by an increase in personnel related costs of $1.1 million, an increase in specific customer related project costs of $0.6 million, and an increase in depreciation related to our quantum computing systems of $0.3 million. Amortization expense Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Amortization expense $ 4,185 $ 2,839 $ 1,346 47 % Amortization expense increased $1.3 million, or 47% for the three months ended June 30, 2026, due to additional amortization of licensed technology purchased at the end of 2025. Research and development expenses—net Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Research and development expenses—net $ 367,292 $ 39,667 $ 327,625 826 % Research and development expenses—net increased $327.6 million, or 826% for the three months ended June 30, 2026. The increase in research and development expense reflects the execution of our forward-looking technology roadmap and investment to support the development of next generation quantum computing systems. The increase was primarily driven by an increase in stock-based compensation expense of $294.9 million, the majority of which represents a one-time cumulative adjustment related to the IPO. The remainder of the increase was driven by an increase in outsourced research services and collaboration services of $9.3 million and an increase in project materials of $6.0 million. Sales and marketing expenses Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Sales and marketing expenses $ 29,328 $ 3,413 $ 25,915 759 % Sales and marketing expenses increased $25.9 million, or 759% for the three months ended June 30, 2026, primarily driven by an increase in stock-based compensation expense of $17.2 million, the majority of which represents a one-time cumulative adjustment related to the IPO. The remainder of the increase was driven by an increase of $6.9 million related to non-recurring professional fees such as marketing and pipeline development services. General and administrative expenses Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) General and administrative expenses $ 151,907 $ 6,071 $ 145,836 2,402 % General and administrative expenses increased $145.8 million, or 2402% for the three months ended June 30, 2026, primarily driven by an increase in stock-based compensation expense of $129.0 million, the majority of which represents a 24 one-time cumulative adjustment related to our IPO. The remainder of the increase was driven by an increase in personnel related costs for corporate functions of $9.6 million, and an increase in professional fees such as legal, audit and business consulting services of $5.7 million. Interest income—net Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Interest income—net $ (4,719) $ (999) $ (3,720) 372 % Interest income—net increased $3.7 million, or 372% for the three months ended June 30, 2026, primarily due to an increase in the balance of our invested cash. Loss on change in fair value of warrant liabilities Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Loss on change in fair value of warrant liabilities $ 47,615 $ 6,400 $ 41,215 644 % Loss on change in fair value of warrant liabilities increased to $47.6 million for the three months ended June 30, 2026, compared to a loss of $6.4 million for the three months ended June 30, 2025. This resulted in a net change of $41.2 million, or 644% when comparing the two periods. The changes were primarily driven by mark-to-market changes. A discussion of the change in the fair value of the warrant liabilities is included in Note 7 — Fair Value to our Condensed Consolidated Financial Statements. Other (income)/expense—net Three Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Other (income)/expense—net $ (1,971) $ 429 $ (2,400) (559) % Other (income)/expense—net increased $2.4 million, or 559% for the three months ended June 30, 2026, shifting from other expense to other income, primarily driven by an increase of $1.9 million due to a non-recurring litigation loss recovery settlement and an increase of $0.6 million due to a reduction of property, plant, and equipment write-offs as compared to the same period in the prior year. 25 Comparison of the Six Months Ended June 30, 2026 and 2025 The following table sets forth our results of operations for the periods indicated: Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Revenue—net $ 13,235 $ 21,193 $ (7,958) (38) % Costs and expenses: Cost of revenue 11,424 2,670 8,754 328 % Amortization expense 8,370 5,678 2,692 47 % Research and development expenses—net 421,951 75,440 346,511 459 % Sales and marketing expenses 43,064 6,802 36,262 533 % General and administrative expenses 160,603 11,569 149,034 1,288 % Total costs and expenses 645,412 102,159 543,253 532 % Loss from operations (632,177) (80,966) (551,211) 681 % Interest income—net (9,483) (2,343) (7,140) 305 % Loss on change in fair value of warrant liabilities 111,815 7,800 104,015 1,334 % Other (income)/expense—net (2,013) 800 (2,813) (352) % Loss before taxes (732,496) (87,223) (645,273) 740 % Tax expense 617 183 434 237 % Net loss (733,113) (87,406) (645,707) 739 % Cost of revenue, Research and development expenses—net, Sales and marketing expenses, and General and administrative expenses for the periods include stock-based compensation expense as follows: Six Months Ended June 30, 2026 2025 Cost of revenue $ 6,331 $ — Research and development expenses—net 294,901 — Sales and marketing expenses 17,217 — General and administrative expenses 129,011 — Total Stock compensation expense $ 447,460 $ — Revenue—net Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Revenue—net $ 13,235 $ 21,193 $ (7,958) (38) % Revenue—net decreased $8.0 million, or 38% for the six months ended June 30, 2026, primarily driven by a decrease in revenue from specialized quantum computing hardware related to a sales-type lease transaction of $16.5 million, partially offset by an increase in revenue from cloud platform, research and support services of $8.3 million. Cost of revenue Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Cost of revenue $ 11,424 $ 2,670 $ 8,754 328 % Cost of revenue increased $8.8 million, or 328% for the six months ended June 30, 2026, primarily due to an increase in stock-based compensation expense of $6.3 million, the majority of which represents a one-time cumulative adjustment 26 related to the IPO. The remainder of the increase was driven by an increase in personnel related costs of $1.5 million, an increase in specific customer related project costs of $0.6 million, and an increase in depreciation related to our quantum computing systems of $0.5 million. Amortization expense Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Amortization expense 8,370 5,678 2,692 47 % Amortization expense increased $2.7 million, or 47% for the six months ended June 30, 2026, due to additional amortization of licensed technology purchased at the end of 2025. Research and development expenses—net Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Research and development expenses—net $ 421,951 $ 75,440 $ 346,511 459 % Research and development expenses—net increased $346.5 million, or 459% for the six months ended June 30, 2026. In addition to the stock-based compensation impact in the period, the increase in research and development expense reflects the execution of our forward-looking technology roadmap and investment to support the development of next generation quantum computing systems. The increase was primarily driven by an increase in stock-based compensation expense of $294.9 million, the majority of which represents a one-time cumulative adjustment related to the IPO. The remainder of the increase was driven by an increase in outsourced research services and collaboration services of $18.4 million and an increase in project materials of $6.8 million. Sales and marketing expenses Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Sales and marketing expenses $ 43,064 $ 6,802 $ 36,262 533 % Sales and marketing expenses increased $36.3 million, or 533% for the six months ended June 30, 2026, primarily driven by an increase related to professional fees such as marketing and pipeline development services of $15.7 million and an increase in stock-based compensation expense of $17.2 million the majority of which represents a one-time cumulative adjustment related to the IPO. General and administrative expenses Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) General and administrative expenses $ 160,603 $ 11,569 $ 149,034 1,288 % General and administrative expenses increased $149.0 million, or 1,288% for the for the six months ended June 30, 2026, primarily driven by an increase in stock-based compensation expense of $129.0 million, the majority of which represents a one-time cumulative adjustment related to the IPO. The remainder of the increase was driven by an increase in personnel related costs for corporate functions of $11.8 million and an increase in professional fees such as legal, audit and business consulting services of $6.3 million. Interest income—net 27 Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Interest income—net $ (9,483) $ (2,343) $ (7,140) 305 % Interest income—net increased $7.1 million, or 305% for the six months ended June 30, 2026, primarily due to an increase in the balance of our invested cash. Loss on change in fair value of warrant liabilities Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Loss on change in fair value of warrant liabilities $ 111,815 $ 7,800 $ 104,015 1,334 % Loss on change in fair value of warrant liabilities increased $104.0 million, or 1,334% for the six months ended June 30, 2026, primarily driven by mark-to-market changes. A discussion of the change in the fair value of the warrant liabilities is included in Note 7 — Fair Value to our Condensed Consolidated Financial Statements included elsewhere in this quarterly report. Other (income)/expense—net Six Months Ended June 30, Change 2026 2025 $ % (Dollars in thousands) Other (income)/expense—net $ (2,013) $ 800 $ (2,813) (352) % Other (income)/expense—net increased $2.8 million, or 352% for the six months ended June 30, 2026, shifting from other expense to other income, primarily driven by an increase of $1.9 million due to a non-recurring litigation loss recovery settlement and an increase of $0.9 million due to a reduction of property, plant, and equipment write-offs as compared to prior year. Liquidity and Capital Resources Since our inception, we incurred net losses and have generated only limited revenue. Prior to the IPO, we funded our operations primarily through convertible debt, which subsequently converted to equity, and direct issuances of convertible preferred stock. In connection with the IPO, we received proceeds of approximately $1,628.8 million, net of underwriting discounts and commissions. For the six months ended June 30, 2026 and 2025, we incurred net losses of $733.1 million and $87.4 million, respectively. We expect to incur additional losses and higher operating expenses for the foreseeable future. As of June 30, 2026, our cash and cash equivalents were $2,106.7 million. We believe that our cash and cash equivalents on hand as of June 30, 2026 will be sufficient to meet our working capital and capital expenditure needs for a period of at least 12 months from the date of this report. Our primary uses of cash are to fund our operations as we continue to grow our business. Our short-term cash requirements include capital expenditures for materials and components related to research and development and quantum computing systems; and working capital requirements. Our long-term cash requirements include expenditures for the ongoing development of quantum computing systems and payments related to a perpetual license agreement our quantum computing technology is dependent upon. Until such time as we can generate significant revenue from sales of our quantum computing products and solutions, we expect to finance our cash needs through public or private equity or other capital sources, including potential collaborations and other similar arrangements. There can be no assurances that we will be able to raise additional capital on favorable terms or at all. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit or substantially reduce our quantum computing development efforts. In connection with the Reorganization Transactions, we entered into a Tax Receivable Agreement (TRA) with Quantinuum Holdings and the TRA Parties. Under the Tax Receivable Agreement, we will retain 15% of certain available 28 tax savings, and will be required to pay the Members (as defined in the Tax Receivable Agreement) the remaining 85% of such tax savings, if any, that are realized or deemed realized as a result of tax attributes (i.e. DTA). The amounts of any tax benefit to us that arises from future exchanges or redemptions of Common Units will vary depending on a number of factors, including, but not limited to, the timing of any future redemptions or exchanges and the price of shares of Class A common stock at the time of such future redemption or exchange. We will only recognize a DTA for financial reporting purposes when it is “more-likely-than-not” that the tax benefit will be realized. The payment obligations under the Tax Receivable Agreement are obligations of Quantinuum, Inc. and not of Quantinuum Holdings. We expect that the payments that we will be required to make to the TRA Parties will be substantial. Any payments made by us to the TRA Parties will generally reduce the amount of overall cash flow that might have otherwise been available to us or to Quantinuum Holdings and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring, deterring or preventing certain mergers, asset sales, other forms of business combination or other changes of control. We might need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient and there can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors” included in this quarterly report. Summary of Historical Cash Flows The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, 2026 2025 (Dollars in thousands) Net cash used for operating activities $ (129,085) $ (65,780) Net cash used for investing activities (39,177) (37,721) Net cash provided by financing activities 1,513,256 — Cash Flow from Operating Activities Increased uses of cash flows from operating activities as we continue to grow our business primarily relate to research and development, sales and marketing and general and administrative activities. Increases in our operating cash flow uses are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities. Net cash used for operating activities for the six months ended June 30, 2026 was $129.1 million, resulting primarily from a net loss of $733.1 million, adjusted for stock compensation expense of $447.5 million, non-cash charges of $111.8 million in loss on change in fair value of warrant liabilities, $18.5 million in depreciation and amortization, $4.6 million for access to quantum computing hardware. These were offset by a net cash inflow from changes in operating assets and liabilities of $21.4 million. For the six months ended June 30, 2026, net cash outflow from changes in operating assets and liabilities consisted primarily of increases in accrued liabilities of $26.9 million, primarily driven by increase in accrued legal and professional services and accounts payable of $15.5 million due to an increase in professional services and leasehold improvements in progress. Accounts receivable decreased $1.7 million due to cash collections, and net investment in leases decreased by $2.9 million from payments received in a sales-type lease transaction. Also non-current assets decreased by $0.5 million . These were offset by increase of current assets of $11.1 million, related to increases in vendor down payments and new leaseholds, along with an increase in prepayment to Honeywell of $14.1 million under the Strategic Services and Supply Agreement. 29 Net cash used for operating activities for the six months ended June 30, 2025 was $65.8 million, resulting primarily from a net loss of $87.4 million, adjusted for non-cash charges of $14.9 million in depreciation and amortization, $7.8 million in loss on change in fair value of warrant liabilities, and $3.0 million for access to quantum computing hardware. These amounts were partially offset by a net cash outflow from changes in operating assets and liabilities of $10.2 million and non-cash revenue of $16.5 million from the sales-type lease transaction. For the six months ended June 30, 2025, net cash inflow from changes in operating assets and liabilities consisted primarily of an increase in accounts payable of $4.4 million due to an increase in leasehold improvements in progress, a decrease in net investment in leases of $2.9 million from payments received in a sales-type lease transaction, and a decrease in accounts receivable of $1.8 million due to cash collections. Cash Flow from Investing Activities Net cash used for investing activities for the six months ended June 30, 2026 was $39.2 million representing additions of $39.2 million to capital expenditures related to the development of quantum computing systems and leasehold improvements. Net cash used for investing activities for the six months ended June 30, 2025 was $37.7 million representing additions of $37.7 million to capital expenditures related to the development of quantum computing systems and leasehold improvements. Cash Flow from Financing Activities Net cash provided by financing activities for the six months ended June 30, 2026 was $1,513.3 million due to proceeds from the issuance of common stock in the IPO of $1,628.8 million, net of issuance costs of $23.5 million, offset by withholding taxes paid on stock compensation of $92.0 million. Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities. We also make estimates and assumptions that affect the reported amounts and related disclosures for the periods presented. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Additionally, changes in assumptions, estimates or assessments due to unforeseen events or otherwise could have a material impact on our financial position or results of operations. While our significant accounting policies are described in the notes to our financial statements included elsewhere in this quarterly report, we believe the following critical accounting policies are most important to understanding and evaluating our reported financial results. Goodwill Goodwill represents the excess of consideration paid over the fair value of identifiable net assets assumed in a business combination. Goodwill is not amortized and is tested annually, the first day of the fourth quarter, or more frequently if a triggering event occurs between impairment testing dates. Once the fair value is determined, if the carrying amount exceeds the fair value, it is impaired. Any impairment is measured as the difference between the carrying amount and its fair value. If our assumptions deteriorate as a result of a decline in our business or other factors, we may be required to record a non-cash impairment charge, which could have a material adverse effect on our consolidated statement of operations and balance sheet. As of December 31, 2025 the fair value of our reporting unit significantly exceeded its carrying value. Based on this result our reporting unit is not at risk of impairment. As of June 30, 2026, we had not identified any factors that indicated there was an impairment of our goodwill and determined that no additional impairment analysis was required. Revenue Recognition We derive revenue by providing quantum computing products and solutions. 30 In determining this transaction price, variable consideration is included in the estimate only to the extent that a significant reversal would not be probable. For arrangements with multiple performance obligations, such as quantum computing hardware contracts, judgment is applied to determine the relative standalone selling price of each performance obligation as this is used to allocate the transaction price to each performance obligation within the contract. We determine standalone selling price based on the observable price of a product or service when we sell the products or services separately in similar circumstances and to similar customers. Certain products and services have limited or no history of being sold on a standalone basis, requiring us to estimate the standalone selling price. To date, we have determined the standalone selling price based on other contracts for similar products and services adjusted for differing terms than the contract being evaluated, as well as internal pricing guidelines and market factors. In addition, we take into consideration the estimated costs to be incurred to satisfy the performance obligation plus an appropriate profit margin. When the standalone selling price was not known, due to it being either highly variable or uncertain, and we have observable standalone selling prices for other performance obligations in the contract, we allocated the transaction price using the residual approach. We evaluate contracts with customers at the time of execution and those may vary in terms. The amount of revenue recognized in a period may vary with respect to the allocation of arrangement consideration to performance obligations with different revenue recognition patterns and changes to existing contract terms. For performance obligations satisfied over time, we apply judgment to select a method that faithfully depicts our progress in transferring control of the promised goods or services to the customer. We use methods such as customer consumption, achievement of contractual milestones, or a straight-line measure of progress over the service period. For other performance obligations, revenue is recognized at a point in time when control transfers to the customer. The application of these accounting principles requires us to make judgments and estimates, such as selecting an appropriate measure of progress for services recognized over time. Changes in these estimates can have a significant impact on the timing and amount of revenue recognized, which could result in material changes to reported revenue. Stock-Based Compensation Under the 2023 Plan, we granted restricted Quantinuum Class C shares and RSU awards covering Quantinuum Class C shares that vest on the satisfaction of both (i) a service- or performance-based requirement and (ii) a liquidity event requirement, such that the applicable award vests as of the first date upon which both requirements are satisfied. The liquidity event was satisfied upon the IPO. Additionally, under the 2026 Plan,we issued further awards, in the form of RSUs and options, which generally vest upon the completion of a three or four year service period. We account for stock-based compensation awards at their grant date fair values. For the portion of the awards subject to annual performance conditions, we determined that a grant date for accounting purposes does not occur until the specific performance metrics are approved and communicated to the employee. We remeasure the fair value of these awards at each reporting date until an accounting grant date is achieved, as the service inception date precedes the grant date. We record stock-based compensation expense for RSUs and restricted stock on an accelerated attribution method over the requisite service period and only if all vesting conditions are considered probable to be satisfied. Upon the IPO, the Company recorded cumulative stock-based compensation expense determined using grant-date fair values for awards that have satisfied or partially satisfied the service-based or other performance-based vesting conditions. Following the IPO, Stock compensation expense related to any remaining service-based or other performance-based vesting conditions will be recorded over the remaining requisite service period. The fair value of awards granted prior to the IPO was based on the fair value of Quantinuum (Cayman)’s common stock. The fair value of the shares of Quantinuum (Cayman)’s common stock underlying RSUs and restricted stock was required to be estimated, as the shares were not traded on a public market on the grant date. The fair value of Quantinuum (Cayman)’s common stock was determined by considering a number of objective and subjective factors including: the valuation of comparable companies, sales of Quantinuum (Cayman)’s convertible redeemable preferred stock or common stock, Quantinuum (Cayman)’s operating and financial performance, the lack of liquidity of Quantinuum (Cayman)’s common stock, and general and industry specific economic outlook, amongst other factors. The fair value of RSU awards that were granted in connection with and subsequent to the IPO, are based on the fair value of Class A common stock at the time of grant. The fair value of option awards that were granted in connection with the IPO was determined using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. 31 Warrants We evaluate whether warrants issued require accounting as derivatives. We concluded that warrants to purchase convertible redeemable preferred stock meet the criteria for liability classification under ASC 480, Distinguishing Liabilities from Equity. We recorded the warrants as a liability on the Consolidated Balance Sheet at their estimated fair value at the time of initial recognition based on an option pricing model. Liability-classified warrants are subject to re-measurement at each balance sheet date, and any change in fair value is recognized in the Consolidated Statement of Operations. We will continue to remeasure the liability-classified warrants until the earlier of the exercise or expiration, the completion of a deemed liquidation event, the conversion of convertible redeemable preferred stock into Common stock, or until holders of the convertible redeemable preferred stock can no longer trigger a deemed liquidation event. On expiration, the warrants are structured to automatically exercise, at which point the holder can choose between a gross cash settlement or a cashless settlement. We utilize a hybrid method allocation model consisting of probability-weighted scenarios and an option pricing model to calculate the fair value of the warrants at the issuance date. The estimated fair value of the warrant liability is determined using Level 3 inputs, which requires significant judgment. Inherent in this model are several subjective assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The probability of completing an initial public offering or merger and acquisition transaction, which represents a significant judgment by management, is based on our current expectation. The expected life of the warrants is assumed to be equivalent to the expected time to liquidity. The warrants were net exercised upon the occurrence of the IPO and converted to equity. Upon IPO they were valued based on the Quantinuum Inc. Class A shares issued upon net exercise and the IPO share price. Off-Balance Sheet Arrangements As of June 30, 2026, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC and U.S. GAAP. JOBS Act Accounting Election We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company until the earliest of (i) December 31, 2031, (ii) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Recent Accounting Pronouncements See Note 2 — Summary of Significant Accounting Policies to our Condensed Consolidated Financial Statements for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.