CENH / Arqit Quantum Inc - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 tm2127917d11512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39993 Centricus Acquisition Corp. (

EX-99.25

Cenhu-form25

Centricus Acquisition Corp. Announces Shareholders’ Approval of Business Combination with Arqit

Exhibit 99.1 Centricus Acquisition Corp. Announces Shareholders? Approval of Business Combination with Arqit London, UK ? September 1, 2021 ? Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) (?Centricus?), a publicly traded special purpose acquisition company, announced today that in an extraordinary general meeting held on August 31, 2021, its shareholders voted to approve its proposed bu

Centricus Acquisition Corp. Announces Shareholders’ Approval of Business Combination with Arqit

Exhibit 99.1 Centricus Acquisition Corp. Announces Shareholders? Approval of Business Combination with Arqit London, UK ? September 1, 2021 ? Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) (?Centricus?), a publicly traded special purpose acquisition company, announced today that in an extraordinary general meeting held on August 31, 2021, its shareholders voted to approve its proposed bu

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2021 Centricus Acquisi

425 1 tm2126769d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 31, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2021 Centricus Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2021 Centricus Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-39

Filed by Arqit Quantum Inc.

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Additional Information This communication is being made in respect of the proposed tran

CENTRICUS ACQUISITION CORP. WELCOMES BUSINESS UPDATES BY ARQIT LIMITED, A LEADER IN QUANTUM ENCRYPTION TECHNOLOGY

425 1 tm2126052d1425.htm 425 Filed by Centricus Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Arqit Quantum Inc. Commission File No. for the Related Registration Statement: 333-256591 CENTRICUS ACQUISITION CORP. WELCOMES BUSINESS UPDATES BY ARQIT LIMITED, A LEADER IN QUANTU

Arqit and Babcock sign collaboration agreement for government and defence market Partnership leverages Arqit’s QuantumCloud™ product in live operational scenarios to demonstrate encryption capabilities

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit and Babcock sign collaboration agreement for government and defence market Partne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

PART 1 OF 4 ENDS [00:20:04]

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit Stronger simpler encryption August 2021 2 Disclaimer (1/2) The following presenta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by Arqit Quantum Inc.

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Additional Information Arqit has filed a proxy statement / prospectus with the SEC on F

Filed by Arqit Quantum Inc.

425 1 tm2124825d2425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit Stronger simpler encryption August 2021 2 Disclaimer

ARQIT BUSINESS UPDATE AND INVESTOR AND ANALYST DAY ON WEDNESDAY, AUGUST 18, 2021 AT 1:00 p.m. ET

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 ARQIT BUSINESS UPDATE AND INVESTOR AND ANALYST DAY ON WEDNESDAY, AUGUST 18, 2021 AT 1:0

Please refer to the important disclosures shown on the back page and note that this information is Non-independent and categorised as Marketing Material Andy Edmond Direct: 020 7065 2691 Tel: 020 7065 2690 Hannah Crowe Direct: 0207 065 2692 Tel: 0207

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 ARQIT LIMITED Centricus combination declared Effective by SEC Following unanimous appro

Arqit releases QuantumCloud™ to deliver stronger, simpler encryption On-target first release to customers paves the way for current year revenue generation

Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp.

Filed by Arqit Quantum Inc.

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit Stronger simpler encryption July 2021 2 Disclaimer (1/2) The following presentati

Additional Information

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Additional Information This communication is being made in respect of the proposed tran

ARQIT REGISTRATION STATEMENT RELATED TO BUSINESS COMBINATION WITH CENTRICUS ACQUISITION CORP. DECLARED EFFECTIVE BY SEC

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 ARQIT REGISTRATION STATEMENT RELATED TO BUSINESS COMBINATION WITH CENTRICUS ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

Arqit announces product to protect digital assets from quantum attack

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit announces product to protect digital assets from quantum attack London, UK – 27 J

Arqit and Dentons launch secure identity product Launch of the world’s first quantum secure identity management product; capable of replacing traditional methods of data management in the Government, financial, and professional services sectors

425 1 tm2123385d2425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Arqit and Dentons launch secure identity product Launch of

University of Surrey research reveals quantum threat to Digital Assets

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333- 256591 University of Surrey research reveals quantum threat to Digital Assets London, UK – 23

Publication of Equity Research Initiation on Arqit

425 1 tm2122531d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Publication of Equity Research Initiation on Arqit London,

Filed by Arqit Quantum Inc.

425 1 tm2119919d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. (Commission File No. 001-39993) Commission File No. for the Related Registration Statement: 333-256591 Transcript of David Williams interview with Ian King, Sky

CENTRICUS ACQUISITION CORP CORPORATE UPDATE WITH ARQIT LIMITED, A LEADER IN QUANTUM ENCRYPTION TECHNOLOGY

Filed by Centricus Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 CENTRICUS ACQUISITION CORP CORPORATE UPDATE WITH ARQIT LIMITED, A LEADER IN QUANTUM ENCRYPTION TECHNOLOGY New York, NY and London – June 16, 2021 - Cen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39993 Cen

Other Events

8-K 1 tm2117375d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39993 N/A (State or other j

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Centricus Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Centricus Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) (CUSIP Number) May

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Centricus Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G2072Q104 (CUSIP Number) May 12, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedul

Filed by Arqit Quantum Inc.

425 1 tm2116950-1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 20, 2021 Arqit and Sumitomo to make Japan Quantum Safe Arqit Limited (Head Office: London SE1 2RE, United Kingdom; Founde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 tm2114805d2nt10q.htm NT 10-Q SEC File Number: 001-38795 CUSIP Number: 776153108 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form NCSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨

Filed by Arqit Quantum Inc.

425 1 tm2116613d1425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 17, 2021 New quantum cybersecurity venture to create 2,000 high-tech UK jobs Arqit, a British company established in 2017

EX-99.3

Quantum Cyber Security Encryption Re-Born For The CloudDisclaimer (1/2) 2 The following presentation, the information communicated during any delivery of the presentation and any question and answer session and any other materials distributed at or in connection with the presentation (collectively, this “presentation”) has been prepared by Arqit Quantum Inc.

CENTRICUS ACQUISITION CORP. TO COMBINE WITH ARQIT LIMITED, A LEADER IN QUANTUM ENCRYPTION TECHNOLOGY

Exhibit 99.1 CENTRICUS ACQUISITION CORP. TO COMBINE WITH ARQIT LIMITED, A LEADER IN QUANTUM ENCRYPTION TECHNOLOGY ? Arqit Limited (?Arqit?), a leader in quantum encryption technology, has entered into a definitive agreement to combine with Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) (?Centricus?), a publicly-traded special purpose acquisition company. ? Arqit has pioneered a unique qu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2021 Centricus Acquisitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-39993

Centricus Acquisition Corp. / Arqit

Exhibit 99.2 Centricus Acquisition Corp. / Arqit Transaction Announcement Script GARTH RITCHIE Good day to you and thank you for joining us. My name is Garth Ritchie. I am the Chief Executive Officer of Centricus Acquisition Corp. The information discussed today is qualified in its entirety by the Form 8-K that has been filed today by Centricus Acquisition Corp. and may be accessed on the SEC’s we

Quantum Cyber Security Encryption Re - Born For The Cloud

Exhibit 99.3 Quantum Cyber Security Encryption Re - Born For The Cloud Disclaimer (1/2) 2 The following presentation, the information communicated during any delivery of the presentation and any question and answer ses sion and any other materials distributed at or in connection with the presentation (collectively, this “presentation”) has be en prepared by Arqit Quantum Inc. (“Arqit”) and Centric

EX-99.3

Quantum Cyber Security Encryption Re-Born For The CloudDisclaimer (1/2) 2 The following presentation, the information communicated during any delivery of the presentation and any question and answer session and any other materials distributed at or in connection with the presentation (collectively, this “presentation”) has been prepared by Arqit Quantum Inc.

Filed by Arqit Quantum Inc.

425 1 tm2116106d3425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 12, 2021 Additional Information This communication is being made in respect of the proposed transaction involving Arqit L

Form of Subscription Agreement.

Exhibit 10.1 Final Form FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May [ • ], 2021, by and among Arqit Quantum Inc., a Cayman Islands exempted limited liability company (the “Issuer”), Centricus Acquisition Corp., a Cayman Islands exempted limited liability company (“CAC”), and the undersigned (“Subscriber”). Defined terms used but

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2021 Centricus Acquisitio

425 1 tm2115858d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorpo

Filed by Arqit Quantum Inc.

Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 12, 2021 VIRGIN ORBIT TO LAUNCH QUANTUM ENCRYPTION SATELLITES FOR ARQIT Long Beach, CA ? May 12, 2021 ? Virgin Orbit, the California-based responsive

Business Combination Agreement, dated as of May 12, 2021, by and among Centricus Acquisition Corp., Centricus Heritage LLC, solely in its capacity as the Purchaser Representative, Arqit Quantum Inc., Arqit Limited, David John Williams, solely in his capacity as the Company Shareholders Representative and the shareholders of the Company party thereto.

EX-2.1 2 tm2115858d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among CENTRICUS ACQUISITION CORP. (Purchaser) Centricus Heritage LLC (solely in its capacity as the Purchaser Representative) ARQIT QUANTUM INC. (Pubco) ARQIT LIMITED (Company) DAVID JOHN WILLIAMS (solely in his capacity as the Company Shareholders Representative) and THE COMPANY sharehold

CENTRICUS ACQUISITION CORP. TO COMBINE WITH ARQIT LIMITED, A LEADER IN QUANTUM ENCRYPTION TECHNOLOGY

Exhibit 99.1 CENTRICUS ACQUISITION CORP. TO COMBINE WITH ARQIT LIMITED, A LEADER IN QUANTUM ENCRYPTION TECHNOLOGY · Arqit Limited (“Arqit”), a leader in quantum encryption technology, has entered into a definitive agreement to combine with Centricus Acquisition Corp. (Nasdaq: CENH, CENHW, CENHU) (“Centricus”), a publicly-traded special purpose acquisition company. · Arqit has pioneered a unique qu

Centricus Acquisition Corp. / Arqit

EX-99.2 5 tm2115858d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Centricus Acquisition Corp. / Arqit Transaction Announcement Script GARTH RITCHIE Good day to you and thank you for joining us. My name is Garth Ritchie. I am the Chief Executive Officer of Centricus Acquisition Corp. The information discussed today is qualified in its entirety by the Form 8-K that has been filed today by Centricus Acquisit

Business Combination Agreement, dated as of May 12, 2021, by and among Centricus Acquisition Corp., Centricus Heritage LLC, solely in its capacity as the Purchaser Representative, Arqit Quantum Inc., Arqit Limited, David John Williams, solely in his capacity as the Company Shareholders Representative and the shareholders of the Company party thereto.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among CENTRICUS ACQUISITION CORP. (Purchaser) Centricus Heritage LLC (solely in its capacity as the Purchaser Representative) ARQIT QUANTUM INC. (Pubco) ARQIT LIMITED (Company) DAVID JOHN WILLIAMS (solely in his capacity as the Company Shareholders Representative) and THE COMPANY shareholderS SET FORTH HEREIN Dated as of 12 May 20

Unveiling our investment in Arqit 12 May 2021

425 1 tm2116106d2425.htm 425 Filed by Arqit Quantum Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Date: May 12, 2021 Unveiling our investment in Arqit 12 May 2021 Article by Stephen Chandler NASDAQ listing for the new global stan

Form of Subscription Agreement.

Exhibit 10.1 Final Form FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on May [ ? ], 2021, by and among Arqit Quantum Inc., a Cayman Islands exempted limited liability company (the ?Issuer?), Centricus Acquisition Corp., a Cayman Islands exempted limited liability company (?CAC?), and the undersigned (?Subscriber?). Defined terms used but

Quantum Cyber Security Encryption Re - Born For The Cloud

Exhibit 99.3 Quantum Cyber Security Encryption Re - Born For The Cloud Disclaimer (1/2) 2 The following presentation, the information communicated during any delivery of the presentation and any question and answer ses sion and any other materials distributed at or in connection with the presentation (collectively, this “presentation”) has be en prepared by Arqit Quantum Inc. (“Arqit”) and Centric

Major European investor in Arqit sees ‘exciting momentum’ in new Cyber Encryption Technology May 12, 2021

425 1 tm2116095d1425.htm 425 Filed by Centricus Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Centricus Acquisition Corp. Commission File No. 001-39993 Major European investor in Arqit sees ‘exciting momentum’ in new Cyber Encryption Technology May 12, 2021 Monaco’s Heritag

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tm2115481d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39993 N/A (State or other ju

Annual Report - FORM 10-K

10-K 1 tm2111177d110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Description of Registrant’s Securities

EX-4.5 2 tm2111177d1ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 CENTRICUS ACQUISITION CORP. DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Centricus Acquisition Corp. (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated

CENTRICUS ACQUISITION CORP. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A ORDINARY SHARES AND WARRANTS, COMMENCING ON MARCH 29, 2021

Exhibit 99.1 CENTRICUS ACQUISITION CORP. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A ORDINARY SHARES AND WARRANTS, COMMENCING ON MARCH 29, 2021 London, United Kingdom, March 26, 2021 ? Centricus Acquisition Corp. (Nasdaq: CENHU) (the ?Company?) today announced that, commencing on March 29, 2021, holders of the units (the ?Units?) sold in the Company?s initial public offering may elect to separat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39993 N/A (State or other jurisdiction of incorporation or

Centricus Acquisition Corp.

SC 13G 1 p21-0816sc13g.htm CENTRICUS ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Centricus Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G2072Q112** (CUSIP Number) February 16, 2021 (Date of Event Which Requires Filing of

INDEX TO FINANCIAL STATEMENTS

EX-99.1 2 tm216379d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Audited Financial Statement for Centricus Acquisition Corp.: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Centricus Acquisition Corp. Op

Financial Statements and Exhibits, Other Events

8-K 1 tm216379d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39993 N/A (State or othe

Administrative Services Agreement between the Company and Centricus Heritage LLC

Exhibit 10.5 CENTRICUS ACQUISITION CORP. Byron House, 7-9 St. James’s Street London SW1A 1EE United Kingdom February 3, 2021 Centricus Heritage LLC c/o Byron House, 7-9 St. James’s Street London SW1A 1EE United Kingdom Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Centricus Acquisition Corp. (the “Company”) and Centricus Heritage LLC (the “Sponsor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2021 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39993 N/A (State or other jurisdiction of incorporation

Indemnity Agreement between the Company and Nicholas Taylor

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Nicholas Taylor (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are p

Centricus Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering

Exhibit 99.1 Centricus Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering London, United Kingdom, February 3, 2021 — Centricus Acquisition Corp. (the “Company”) today announced the pricing of its upsized initial public offering of 30,000,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the Nasdaq Capital Market under the t

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 WARRANT AGREEMENT CENTRICUS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 3, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated February 3, 2021, is by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity,

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the SEC on February 8, 2021)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 3, 2021 by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File

Amended and Restated Memorandum and Articles of Association

EX-3.1 3 tm215526d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Centricus Acquisition Corp. (ROC # 368454) (the “Company”) TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 3 February 2021 and effective 3 February 2021, the following special resolution was passed: 1 Adoption o

Indemnity Agreement between the Company and Garth Ritchie

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Garth Ritchie (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro

Letter Agreement among the Company, Centricus Heritage LLC and each director and executive officer of the Company

Exhibit 10.4 Letter Agreement February 3, 2021 Centricus Acquisition Corp. Byron House, 7-9 St. James’s Street London SW1A 1EE United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Centricus Acquisition Corp., a Cayman Isl

Indemnity Agreement between the Company and Manfredi Lefebvre d’Ovidio

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Manfredi Lefebvre d’Ovidio (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless

Underwriting Agreement by and between the Company and Deutsche Bank Securities Inc.

Exhibit 1.1 30,000,000 Units Centricus Acquisition Corp. UNDERWRITING AGREEMENT February 3, 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representative of the several Underwriters Ladies and Gentlemen: Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreemen

Centricus Acquisition Corp. Announces Closing of Upsized $345 Million Initial Public Offering

Exhibit 99.2 Centricus Acquisition Corp. Announces Closing of Upsized $345 Million Initial Public Offering London, United Kingdom, February 8, 2021 — Centricus Acquisition Corp. (the “Company”) today announced the closing of its upsized initial public offering of 34,500,000 units at a price of $10.00 per unit, including 4,500,000 units issued pursuant to the underwriter’s full exercise of its over

Registration and Shareholder Rights Agreement among the Company, Centricus Heritage LLC and the other holders party thereto

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2021, is made and entered into by and among Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), Centricus Heritage LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed und

Private Placement Warrants Purchase Agreement between the Company and Centricus Heritage LLC

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 3, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Centricus Heritage LLC, a Cayman Islands

Indemnity Agreement between the Company and Cristina Levis

EX-10.8 12 tm215526d1ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cristina Levis (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, offic

Sole Book-Running Manager

424B4 1 tm2039445-7424b4.htm 424B4 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-251856 PROSPECTUS Centricus Acquisition Corp. $300,000,000 30,000,000 Units Centricus Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or simi

- S-1MEF

As filed with the Securities and Exchange Commission on February 3, 2021 Registration No.

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CENTRICUS ACQUISITION CORP.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 7 tm2039445d5ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT CENTRICUS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warr

Specimen Warrant Certificate.

EXHIBIT 4.3 [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Centricus Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is the registered holder of [●] warrant(s) (

- S-1/A

S-1/A 1 tm2039445-4s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 29, 2021 Registration No. 333-251856 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 Letter Agreement [●], 2021 Centricus Acquisition Corp. Byron House, 7-9 St. James’s Street London SW1A 1EE United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Centricus Acquisition Corp., a Cayman Islands ex

Consent of Nicholas Taylor, Director Nominee

EX-99.1 16 tm2039445d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Centricus Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n

Form of Underwriting Agreement.

Exhibit 1.1 25,000,000 Units Centricus Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 As Representative of the several Underwriters Ladies and Gentlemen: Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to

Form of Amended and Restated Memorandum and Articles of Association.

EX-3.2 3 tm2039445d5ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CENTRICUS ACQUISITION CORP. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED M

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 33

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

EX-10.3 12 tm2039445d5ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and C

Specimen Class A Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES CENTRICUS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF CENTRICUS ACQUISITION CORP. (THE “COMPANY”) subject to

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 CENTRICUS ACQUISITION CORP. Byron House, 7-9 St. James’s Street London SW1A 1EE United Kingdom [●], 2021 Centricus Heritage LLC c/o Byron House, 7-9 St. James’s Street London SW1A 1EE United Kingdom Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Centricus Acquisition Corp. (the “Company”) and Centricus Heritage LLC (the “Sponsor”), date

Form of Indemnity Agreement.

EX-10.4 13 tm2039445d5ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other c

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), Centricus Heritage LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Hold

Specimen Unit Certificate.

EX-4.1 4 tm2039445d5ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN Centricus Acquisition Corp. DEFINITIONS CUSIP [·] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FOURTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary shar

Securities Subscription Agreement, dated December 18, 2020, between the Registrant and the Sponsor.

Exhibit 10.7 CENTRICUS ACQUISITION CORP. Byron House, 7-9 St. James’s Street, London SW1A 1EE, United Kingdom December 18, 2020 Centricus Heritage LLC c/o Centricus Acquisition Corp. Byron House, 7-9 St. James’s Street London SW1A 1EE, United Kingdom Ladies and Gentlemen: Centricus Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Centricus Herita

Promissory Note, dated as of December 18, 2020, between the Registrant and the Sponsor.

Exhibit 10.6 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Power of Attorney (contained on signature page to the Registrant’s Prior Registration Statement (File No. 333-251856), filed on December 31, 2020.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 31, 2020 Registration No. 333-     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Centricus Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of inc

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF CENTRICUS ACQUISITION CORP. Auth Code: K20410864952 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF CENTRICUS ACQUISITION CORP. 1. The name of the Company is Centricus Acquisition Cor