Quantum Computing Inc. buys NHanced Semiconductors in $73.1M cash‑and‑stock deal

Quantum Computing Inc. has completed the acquisition of NHanced Semiconductors, taking full ownership of the advanced packaging and nanophotonics manufacturer through a stock purchase agreement covering all outstanding NHanced shares. The transaction is valued at $73.1 million in upfront consideration, comprising $68.1 million in cash and $5 million in Quantum Computing Inc. common stock, subject to customary closing adjustments. In addition, the sellers are eligible for up to $72.0 million in performance-based earnout payments, bringing the total potential deal value to approximately $145 million. NHanced will operate as a wholly owned subsidiary of Quantum Computing Inc., continuing to serve its existing customers while supporting expanded manufacturing capacity for quantum and photonic technologies.

Under the terms disclosed in Quantum Computing Inc.’s SEC filing, $20.0 million of the cash consideration has been placed into an interest-bearing escrow as a holdback, which will be released to the sellers or returned to the acquirer depending on NHanced’s revenue performance in 2027 and 2028. The earnout structure allows NHanced’s sellers to receive up to $72.0 million across two tranches tied to specified revenue and EBITDA thresholds for the same periods, payable in cash and/or stock at the sellers’ election, with limits on the stock component. The deal is positioned to launch Quantum Computing Inc.’s second fabrication facility (Fab 2), accelerate commercialization of its thin-film lithium niobate photonic integrated circuit platform, and strengthen domestic supply-chain resilience for advanced photonic chips across quantum computing, AI, networking, secure communications, and defense applications. This acquisition gives NHanced additional resources and a larger corporate platform while integrating its advanced packaging and nanophotonics capabilities into Quantum Computing Inc.’s broader quantum and photonics manufacturing roadmap.