Quantinuum Inc. — Form 10-Q

Quantinuum Inc. (Delaware corp) filed an Amended and Restated Certificate of Incorporation dated June 3, 2026, establishing dual-class share structure (2B Class A + 2B Class B common shares; 20M preferred) and governance rights. Honeywell (via HHII and parent) and CQH retain board designation rights tied to ownership thresholds (2 directors if ≥40% voting power; 1 director if 20-40%; none if <20%). A Transaction Committee requires Honeywell director approval for M&A >$10M, certain financing >$2-5M, capex overruns >100% of budget, and material business changes. Class B shares are non-transferable except to Permitted Transferees and have minimal liquidation rights ($0.0001/share). Concurrently, a Tax Receivable Agreement (TRA) dated June 3, 2026 was executed among Quantinuum Inc., Holdings LLC, Honeywell entities, CQH, and JPMC Strategic Investments I, governing tax benefit payments arising from basis step-ups in an IPO restructuring—Corporation pays TRA parties 85% of cumulative realized tax benefits plus interest at SOFR+150bps, with early termination rights and $2-5M debt thresholds requiring Transaction Committee approval.