REGISTERED NUMBER: 09135896 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

COLDQUANTA UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

Mr D Z Anderson

SECRETARY:

EBS Corporate Services Limited

REGISTERED OFFICE:

Innovation Centre

Gallows Hill

Warwick

Warwickshire

CV34 6UW

REGISTERED NUMBER:

09135896 (England and Wales)

AUDITORS:

Luckmans Duckett Parker Limited

Chartered Accountants

Statutory Auditors

1110 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

FIXED ASSETS

Owned

Tangible assets

4

300,302

248,647

Right-of-use

Tangible assets

4, 8

2,240,356

-

2,540,658

248,647

CURRENT ASSETS

Debtors

5

2,567,227

720,404

Cash at bank

2,711,411

603,195

5,278,638

1,323,599

CREDITORS

Amounts falling due within one year

6

5,858,933

1,531,852

NET CURRENT LIABILITIES

(580,295

)

(208,253

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,960,363

40,394

CREDITORS

Amounts falling due after more than one year

7

2,050,634

-

NET (LIABILITIES)/ASSETS

(90,271

)

40,394

CAPITAL AND RESERVES

Called up share capital

1

1

Share based payment reserve

162,376

76,372

Capital contribution reserve

3,330,000

3,330,000

Retained earnings

(3,582,648

)

(3,365,979

)

(90,271

)

40,394

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 19 December 2025 and were signed by:

Mr D Z Anderson - Director

1.	STATUTORY INFORMATION

ColdQuanta UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company has elected to early adopt the amendments to FRS 102 arising from the FRC’s Periodic Review 2024, which are effective for accounting periods beginning on or after 1 January 2026. These amendments have been applied in preparing these financial statements for the year ended 31st December 2024.

The key areas impacted by the early adoption are:

-

Revenue Recognition (Section 23): The company has applied the revised principles for recognising revenue from contracts with customers, aligning with the updated guidance in Section 23.

-

Leases (Section 20): The company has also early adopted the revised lease accounting requirements under Section 20, recognising right-of-use assets and lease liabilities in line with the updated provisions.

Early Adoption Transition

The date of transition is 1 January 2023 being the first day of the comparative period.

As part of the early adoption of the amended FRS 102 Section 20 (Leases), the company has elected to apply the transitional exemptions available for short-term leases. In accordance with the transitional provisions, the determination of whether a lease qualifies as short-term has been assessed based on the lease term remaining at the date of transition, rather than at the lease commencement date.

As a result, leases with a remaining term of 12 months or less at the transition date have been treated as short-term leases and have not been recognised on the balance sheet. This exemption has been applied in line with the relevant provisions of FRS 102.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The principal accounting policies adopted are set out below.

Going concern

The financial statements have been prepared on a going concern basis, which assumes the company will continue to trade for the foreseeable future. The director considers it appropriate to prepare the financial statements on this basis since the company's parent undertaking, ColdQuanta Inc, will provide financial support to enable the company to meet its day to day working capital requirements. The financial statements do not include any adjustments that would result from a withdrawal of the support provided by the parent undertaking.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised at the fair value of the consideration received or receivable net of VAT and trade discounts. Revenue is reduced for estimated customer returns, rebates and other similar allowances. The policies adopted for the recognition of revenue are as follows:

Sale of goods

Turnover from the sale of goods is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.

Government Grants

Government grants are accounted for in accordance with FRS 102 Section 24. The company recognises grant income in the profit and loss account when there is reasonable assurance that the conditions of the grant have been met and that the grant will be received.

Milestone-Based Grants

For grants that are contingent upon achieving specific milestones, the company recognises the related income at the point each milestone is achieved and the conditions are fulfilled. Grant income is recognised only when each milestone is completed and the company is entitled to that portion of the grant.

Expenditure-Based Grants

In cases where grants are linked to specific project expenditure, the company recognises grant income in the profit and loss account on a systematic basis over the periods in which the related expenses are incurred. This means that grant income is matched with the expenditure it is intended to compensate, ensuring that it is recognised in the same accounting periods as the associated costs.

Government grants are presented within Turnover in the profit and loss as it is considered to be a significant component to the company's core activities.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Leasehold property

-

Over 10 years

Improvements to property

-

Over 10 years

Plant and machinery

-

33% on cost

Computer equipment

-

33% on cost

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the profit and loss account in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

The company applies the accounting treatment of Leases in accordance with section 20 of FRS 102 (September 2024). Accordingly leases are all accounted for in the same manner:

- A right of use asset and lease liability is recognised on the statement of financial position, initially measured at the present value of future lease payments;

- Depreciation of right-of-use assets and interest on lease liabilities are recognised in the statement of comprehensive income;

The initial measurement of the right of use asset and lease liability takes into account the value of lease incentives such as rent free periods.

The costs of leases of low value items and those with a short term at inception are recognised as incurred.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share based payment

The Company operates a share option scheme for certain employees, under which options are granted at a predetermined exercise price and vest over a specified period. Equity-settled share-based payments are measured at fair value at the grant date using the Black-Scholes option pricing model, taking into account factors such as share price, exercise price, expected volatility, expected life of the options, and risk-free interest rate. The total fair value of options granted is recognized as an expense over the vesting period with a corresponding credit to equity-share option reserve. During the year, a share-based payment expense of £86,004 (2023 - £42,635) was recognised. At 31 December 2024, 5,547,768 (2023 - 3,403,169) options were outstanding, of which 2,849,029 (2023 - 1,687,843) were exercisable.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 47 (2023 - 27 ) .

4.	TANGIBLE FIXED ASSETS

Improvements

Leasehold

to

Plant and

Computer

property

property

machinery

equipment

Totals

£

£

£

£

£

COST

At 1 January 2024

-

-

491,942

72,066

564,008

Additions

2,297,801

110,114

67,292

26,891

2,502,098

At 31 December 2024

2,297,801

110,114

559,234

98,957

3,066,106

DEPRECIATION

At 1 January 2024

-

-

289,328

26,033

315,361

Charge for year

57,445

2,753

123,118

26,771

210,087

At 31 December 2024

57,445

2,753

412,446

52,804

525,448

NET BOOK VALUE

At 31 December 2024

2,240,356

107,361

146,788

46,153

2,540,658

At 31 December 2023

-

-

202,614

46,033

248,647

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Trade debtors

1,327,663

174,470

Other debtors

1,239,564

545,934

2,567,227

720,404

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Leases (see note 8)

159,340

-

Trade creditors

502,232

379,747

Amounts owed to group undertakings

3,983,079

909,596

Taxation and social security

742,013

162,371

Other creditors

472,269

80,138

5,858,933

1,531,852

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

as restated

£

£

Leases (see note 8)

2,050,634

-

8.

LEASING

Right-of-use assets

Tangible fixed assets

2024

2023

as restated

£

£

COST

Additions

2,297,801

-

DEPRECIATION

Charge for year

57,445

-

NET BOOK VALUE

2,240,356

-

On 7th October 2024, the company entered into an agreement to lease office space with a lease term of 10 years. There are no options to purchase at the end of the lease. The lease obligations are secured by the lessor's title to the leased assets.

The total cash outflows relating to leasehold office space in the year amounted to £Nil.

Lease liabilities

Minimum lease payments fall due as follows:

2024

2023

as restated

£

£

Gross obligations repayable:

Within one year

337,386

-

Between one and five years

1,349,544

-

In more than five years

1,530,420

-

3,217,350

-

Finance charges repayable:

Within one year

178,046

-

Between one and five years

564,041

-

In more than five years

265,289

-

1,007,376

-

Net obligations repayable:

Within one year

159,340

-

Between one and five years

785,503

-

In more than five years

1,265,131

-

2,209,974

-

At 31st December 2024, the undiscounted value of the lease contracts with payment obligations is £3,217,350.

The lease liability is recognised in the financial statements at the present value of future lease payments at 31st December 2024.

The weighted average incremental borrowing rate applied to lease liabilities was 8.22% per annum.

The company has entered into a short term lease agreements where the right-of-use asset and corresponding lease liabilities has not been recognised in the statement of financial position. For the year ended 31st December 2024, the company recognised expenses relating to short term leases of £262,434 (2023: £199,016). At 31st December 2024, the company had no material outstanding commitments under short term leases.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Mark Spafford FCA FCCA (Senior Statutory Auditor)

for and on behalf of Luckmans Duckett Parker Limited

10.	ULTIMATE CONTROLLING PARTY

ColdQuanta inc is regarded by the director as being the company's ultimate parent undertaking.

The company's address is:

3030 Sterling Circle

Boulder Colorado

USA

80301

11.	SHARE-BASED PAYMENT TRANSACTIONS

The US parent company ColdQuanta Inc., has granted share options to employees of ColdQuanta UK Ltd. The total number of share options awarded by the company as at 31 December 2024 is summarised in the table below.The exercise price is in US Dollars.

Number of share options

Exercise price

Dates exercisable

2,105,943

$0.09

1/48 monthly, 1 year cliff

977,483

$0.23

1/48 monthly, 1 year cliff

20,000

$0.31

1/24 monthly, no cliff

2,031,037

$0.31

1/48 monthly, 1 year cliff

75,000

$0.31

1/48 monthly, no cliff

13,228

$0.31

1/6 monthly, no cliff

25,077

$0.31

Fully vested

300,000

$0.43

1/48 monthly, 1 year cliff

5,547,768

The number and weighted average exercise prices of share options during the year are as follows:

2024

2023

Number of share options

Weighted average exercise price

Number of share options

Weighted average exercise price

Outstanding at beginning of year

3,403,169

$0.159

2,745,429

$0.123

Granted during the period

2,144,599

$0.327

657,740

$0.269

Forfeited during the period

-

-

-

-

Exercised during the period

-

-

-

-

Outstanding at the end of the period

5,547,768

$0.225

3,403,169

$0.159

Exercisable at the end of the period

2,849,028

$0.147

1,687,843

$0.117

The fair value of each share option granted was measured using the Black-Scholes option pricing model in the entity's shares.

The total expense recognised during the year in respect of share based payments totalled £86,004 (2023 - £42,635).