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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001104659-21-083432 0001076352 XXXXXXXX LIVE 3 Class A common stock, par value $0.0001 per share, Class B common stock, par value $0.0001 per share 12/27/2024 false 0001816431 74765K105 Quantum-Si Inc 29 BUSINESS PARK DRIVE BRANFORD CT 06405 Jonathan M. Rothberg, Ph.D. (866) 688-7374 c/o Quantum-Si Incorporated 29 Business Park Drive Branford CT 06405 0001076352 ROTHBERG JONATHAN M PF X1 11972645 2190489 11972645 2190489 14163134 N 11.5 IN This Reporting Person's Table is for Class A common stock. Rows 7, 9 and 11 consists of (i) 2,568,443 shares of Class A common stock of Quantum-Si Incorporated (the ''Issuer'') held by Jonathan M. Rothberg, Ph.D., (ii) stock options to purchase 430,361 shares of Class A common stock of the Issuer which are exercisable within 60 days of December 27, 2024, held by Dr. Jonathan M. Rothberg, (iii) 2,723,841 shares of Class A common stock of the Issuer held by 2012 JMR Trust Common, LLC, and (iv) an aggregate of 6,250,000 shares of Class A common stock of the Issuer held by entities owned by trusts created for the benefit of Dr. Jonathan Rothberg's children, including shares of Class A common stock previously distributed from 2012 JMR Trust Common, LLC. Rows 8, 10 and 11 consists of (i) 1,917,067 shares of Class A common stock of the Issuer held by 23rd Century Capital LLC, and (ii) 273,422 shares of Class A common stock of the Issuer held by Dr. Jonathan Rothberg's spouse, Bonnie E. Gould Rothberg, M.D. Row 13 is calculated based on 122,775,352 shares of Class A common stock of the Issuer outstanding as of November 7, 2024. Y ROTHBERG JONATHAN M PF X1 19937500 0 19937500 0 19937500 N 100 IN This Reporting Person's Table is for Class B common stock. Rows 7, 9 and 11 consists of (i) 17,943,750 shares of Class B common stock of the Issuer held by 4C Holdings I, LLC and (ii) 1,993,750 shares of Class B common stock of the Issuer held by 4C Holdings V, LLC. Row 13 is calculated based on 19,937,500 shares of Class B common stock of the Issuer outstanding as of November 7, 2024. Y 23rd Century Capital LLC PF DE 1917067 1917067 1917067 N 1.6 OO This Reporting Person's table is for Class A common stock. Row 13 is calculated based on 122,775,352 shares of Class A common stock of the Issuer outstanding as of November 7, 2024. Y 2012 JMR Trust Common, LLC PF DE 2723841 2723841 2723841 N 2.2 OO This Reporting Person's table is for Class A common stock. Row 13 is calculated based on 122,775,352 shares of Class A common stock of the Issuer outstanding as of November 7, 2024. Y 4C Holdings I, LLC PF DE 17943750 17943750 17943750 N 90 OO This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 19,937,500 shares of Class B common stock of the Issuer outstanding as of November 7, 2024. Y 4C Holdings V, LLC PF DE 1993750 1993750 1993750 N 10 OO This Reporting Person's table is for Class B common stock. Row 13 is calculated based on 19,937,500 shares of Class B common stock of the Issuer outstanding as of November 7, 2024. Class A common stock, par value $0.0001 per share, Class B common stock, par value $0.0001 per share Quantum-Si Inc 29 BUSINESS PARK DRIVE BRANFORD CT 06405 Explanatory Note This Amendment No. 3 to Schedule 13D (''Amendment No. 3'') amends and supplements the Schedule 13D dated June 18, 2021, as amended by Amendment No. 1 filed on September 13, 2023 and Amendment No. 2 filed on September 17, 2024 (collectively, as amended, the ''Schedule 13D'') relating to the Class A common stock, par value $0.0001 per share (''Class A common stock''), and Class B common stock, par value $0.0001 per share, of Quantum-Si Incorporated, a Delaware corporation (the ''Issuer''). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. Item 1. Security and Issuer. There are no changes to the Item 1 information previously filed. There are no changes to the Item 2 information previously filed. There are no changes to the Item 3 information previously filed. There are no changes to the Item 4 information previously filed. Item 5(c) of Schedule 13D is hereby amended and supplemented by adding the following: The transactions effected by the Reporting Persons in respect of the Class A common stock since the most recent filing of the Reporting Persons on Schedule 13D are set forth on the following table. All transactions below were effected by the Reporting Persons in connection with estate planning and pursuant to a Rule 10b5-1 trading plan (the "Plan") entered into on September 11, 2023. Transaction Date: 12/27/2024 Price Per Share(1): $3.3034 Price Per Share Range: $3.07 - 4.0697 Number of Shares(2): 3,337,015 Transaction Date: 12/27/2024 Price Per Share(1): $4.0959 Price Per Share Range: $4.07 - 4.135 Number of Shares(2): 169,252 (1) The prices shown are weighted average sale prices for shares sold in multiple transactions. The Reporting Person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the respective ranges. (2) The reported sales reflect the final sales effected pursuant to the Plan. There are no changes to the Item 6 information previously filed. There are no changes to the Item 7 information previously filed. ROTHBERG JONATHAN M /s/ Jonathan M. Rothberg Jonathan M. Rothberg, Ph.D. 12/31/2024 ROTHBERG JONATHAN M /s/ Jonathan M. Rothberg Jonathan M. Rothberg, Ph.D. 12/31/2024 23rd Century Capital LLC /s/ Jonathan M. Rothberg Jonathan M. Rothberg, Ph.D., Member 12/31/2024 2012 JMR Trust Common, LLC /s/ Jonathan M. Rothberg Jonathan M. Rothberg, Ph.D., Manager 12/31/2024 4C Holdings I, LLC /s/ Jonathan M. Rothberg Jonathan M. Rothberg, Ph.D., Manager 12/31/2024 4C Holdings V, LLC /s/ Jonathan M. Rothberg Jonathan M. Rothberg, Ph.D., Manager 12/31/2024