Quantum Computing completes $73M acquisition of NHanced Semiconductors, adds fab capacity

At the closing of the Transaction, $20.0 million of the Closing Cash Consideration was deposited into an interest-bearing escrow account as a holdback, which becomes payable to the Sellers, or is returned to the Company, based on whether NHanced achieves specified total revenue thresholds for the years ending December 31, 2027 and December 31, 2028.

In addition to the Closing Consideration, the Sellers may be entitled to receive earnout payments of up to an aggregate of $72.0 million (the “Earnout Consideration”), payable in two tranches: (i) up to an aggregate of $20.0 million, consisting of up to $10.0 million for each of the periods January 1, 2027 through December 31, 2027 and January 1, 2028 through December 31, 2028, based on NHanced achieving specified total revenue thresholds and, for the 2028 period, alternatively specified total EBITDA thresholds, and (ii) up to $52.0 million based on NHanced achieving further specified total revenue and EBITDA thresholds over the same periods.

Earnout Consideration, if any, is payable in cash and/or Company Common Stock at the Sellers’ election, subject to the limit that the stock component of any payment may not exceed 50% of such payment without the Company’s prior written consent. Any shares of Company Common Stock issued as Earnout Consideration will be valued based on the volume-weighted average price of Company Common Stock for the 30 trading days ending five trading days prior to the applicable earnout payment date.

On June 22, 2026, the Company completed the acquisition of all of the issued and outstanding shares of common stock of NHanced pursuant to the terms of the Stock Purchase Agreement. Following the closing of the Transaction, NHanced became a wholly owned subsidiary of the Company and is expected to continue supporting its existing customers and partners while contributing to the Company’s manufacturing and commercialization initiatives.

The acquisition marks an important step in QCi’s transition from research-driven innovation and prototyping to scalable commercial production. By adding semiconductor and nanophotonics fabrication capabilities, advanced packaging expertise and specialized engineering talent, QCi is strengthening its operational capabilities and manufacturing readiness.

NHanced is a U.S-based advanced packaging foundry specializing in integration, hybrid bonding, chiplet architectures, silicon interposers and photonics device integration. Its expertise in advanced semiconductor packaging and manufacturing complements QCi’s photonic and quantum portfolio, creating opportunities to accelerate commercialization and scale next-generation quantum and photonics solutions enabled by the 2.5D/3D heterogeneous integration and scale-up of QCi’s TFLN-on-Silicon Photonics technologies.

NHanced will operate as a wholly owned subsidiary of QCi, remaining committed to supporting its current customers and partners, including those within the quantum ecosystem, and will continue to provide the products, services and technical expertise its customers rely on today while pursuing new opportunities for growth and innovation.