Huang Yuping Form 4 Filed 2025-05-20

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Huang Yuping

2. Issuer Name and Ticker or Trading Symbol
Quantum Computing Inc. [QUBT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Quantum Officer

(Last)

(First)

(Middle)

5 MARINE VIEW PLZ #214

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2025

(Street)

HOBOKEN, NJ 07030

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2025		S		500,000⁽¹⁾	D	$11.701	21,236,906⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

Sale of common stock is for estate planning and family investment purposes and represents approximately 2% of Dr. Huang's beneficial ownership.

The total number of shares of common stock beneficially owned directly by Dr. Yuping Huang includes 21,236,906 shares of common stock issued to Dr. Huang as merger consideration in the acquisition of QPhoton, Inc.by Quantum Computing Inc. in June 2022, and subsequently registered under the registration statement on Form S-3 (File No. 333-269063) and excludes (i) 314,350 shares of common stock issuable upon exercise of vested options to purchase shares of common stock, and (ii) 856,252 shares of common stock issuable upon exercise of warrants to purchase shares of common stock.

	Signatures
	/s/ Yuping Huang	05/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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