Form 8-K

8-K — IonQ, Inc.

Accession: 0000950142-26-001187

Filed: 2026-04-24

Period: 2026-04-24

CIK: 0001824920

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Other Events

Documents

8-K — eh260771393_8k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: eh260771393_8k.htm · Sequence: 1

FORM 8-K

false

0001824920

2026-04-24

0001824920

IONQ:CommonStockParValue0.00001PerShareMember

2026-04-24

0001824920

IONQ:DepositarySharesEachRepresenting120thInterestInShareOf5.50SeriesBMandatoryConvertiblePreferredStockParValue0.001PerShareMember

2026-04-24

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or

15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 24, 2026

IonQ, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39694

85-2992192

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4505 Campus Drive

College Park, Maryland

(Address of principal executive offices)

20740

(Zip Code)

Registrant’s telephone number, including

area code: 301-298-7997

Not Applicable

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

IONQ

New York Stock Exchange

Warrants, each exercisable for one share of common stock for $11.50 per share

IONQ WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously disclosed, on January 25, 2026, IonQ,

Inc., a Delaware corporation (“IonQ”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with

SkyWater Technology, Inc., a Delaware corporation (“SkyWater”), Iris Merger Subsidiary 1 Inc., a Delaware corporation and

a wholly owned subsidiary of IonQ (“Merger Sub 1”), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company

and a wholly owned subsidiary of IonQ (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”). Pursuant

to the Merger Agreement, (i) Merger Sub 1 will merge with and into SkyWater, with SkyWater surviving as a wholly owned subsidiary of IonQ

(the “First Merger”) and (ii) immediately following the effective time of the First Merger (the “Effective Time”),

SkyWater, as the surviving entity of the First Merger, will merge with and into Merger Sub 2, which will survive the merger as a wholly

owned subsidiary of IonQ (together with the First Merger, the “Mergers”).

Consummation of the Mergers is subject to certain conditions,

including the expiration or termination of the waiting period (and any extension thereof) applicable to the consummation of the Mergers

under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any agreement with a governmental

authority not to consummate the Mergers.

On April 24, 2026, IonQ and SkyWater each received

a request for additional information (the “Second Request”) from the U.S. Federal Trade Commission (the “FTC”)

in connection with the FTC’s review of the Mergers. The issuance of the Second Request extends the waiting period under the HSR

Act until 30 days after both IonQ and SkyWater have substantially complied with the Second Request, unless the waiting period is extended

voluntarily by the parties or terminated earlier by the FTC.

IonQ and SkyWater expect to promptly respond to the

Second Request and to continue to work cooperatively with the FTC in its review of the Mergers. The Mergers are still expected to be completed

in the second or third quarter of 2026, subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction

(or waiver) of other customary closing conditions.

Important Information and Where to Find It

In connection with the acquisition described

herein (the “Transaction”), IonQ has filed with the Securities and Exchange Commission (the “SEC”)

a Registration Statement on Form S-4 (the “Registration Statement”) which includes a prospectus with respect to the shares

of IonQ common stock (the “IonQ Shares”) to be issued in the Transaction and a proxy statement (the “Proxy Statement/Prospectus”)

for stockholders of SkyWater and SkyWater has filed with the SEC the proxy statement (the “Proxy

Statement”). The definitive proxy statement has been mailed to stockholders of SkyWater. Each of IonQ and SkyWater may also file

with or furnish to the SEC other relevant documents regarding the Transaction. This communication is not a substitute for the Registration

Statement, the Proxy Statement/Prospectus or any other document that IonQ or SkyWater may file with the SEC or mail to SkyWater’s

stockholders in connection with the Transaction.

INVESTORS AND SECURITY HOLDERS OF IONQ AND SKYWATER

ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, THE PROXY STATEMENT

AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION

STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN

IMPORTANT INFORMATION REGARDING IONQ, SKYWATER, THE TRANSACTION AND RELATED MATTERS.

The documents filed by IonQ with the SEC also

may be obtained free of charge at IonQ’s website at investors.IonQ.com. The documents filed by SkyWater with the SEC also may be

obtained free of charge at SkyWater’s website at ir.skywatertechnology.com.

Participants in the Solicitation

IonQ, SkyWater and certain of their respective

directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SkyWater in

connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of

IonQ and SkyWater and other persons who may be deemed to be participants in the solicitation of stockholders of SkyWater in connection

with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Proxy

Statement/Prospectus, which was filed with the SEC on March 31, 2026. Information about SkyWater’s directors and executive officers

is set forth in SkyWater’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April

8, 2025, SkyWater’s Annual Report on Form 10-K for the year ended December 29, 2025 and any subsequent filings with the SEC. Information

about certain of IonQ’s directors and executive officers is set forth in IonQ’s proxy statement for its 2025 Annual Meeting

of Stockholders on Schedule 14A filed with the SEC on April 28, 2025 and any subsequent filings with the SEC. Additional information regarding

the direct and indirect interests of those persons and other persons who may be deemed participants in the Transaction may be obtained

by reading the Proxy Statement/Prospectus regarding the Transaction. Free copies of these documents may be obtained as described above.

No Offer or Solicitation

This communication is for informational purposes

only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation

of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be

made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in

accordance with applicable law.

Note to Investors Regarding Forward-Looking Statements

This document contains

“forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S.

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in

this document other than statements of historical fact are forward-looking statements. These forward-looking statements are based on

IonQ’s and SkyWater’s current expectations, estimates and projections about the expected date of closing of the

Transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain

assumptions made by IonQ and SkyWater, all of which are subject to change. All forward-looking statements by their nature address

matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as

statements about the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking

statements, including the failure to consummate the Transaction or to make or take any filing or other action required to consummate

the transactions in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and

assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements.

Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in

such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying

on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the

completion of the Transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated

tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance,

indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of

SkyWater’s and IonQ’s businesses and other conditions to the completion of the Transaction; (ii) failure to realize the

anticipated benefits of the Transaction, including as a result of delay in completing the transactions or integrating the businesses

of IonQ and SkyWater; (iii) IonQ’s and SkyWater’s ability to implement their business strategies; (iv) potential

litigation relating to the Transaction that could be instituted against IonQ, SkyWater or their respective directors; (v) the risk

that disruptions from the Transaction will harm IonQ’s or SkyWater’s businesses, including current plans and operations;

(vi) the ability of IonQ or SkyWater to retain and hire key personnel; (vii) potential adverse reactions or changes to business

relationships resulting from the announcement, pendency or completion of the Transaction; (viii) uncertainty as to the long-term

value of IonQ Shares; (ix) legislative, regulatory and economic developments affecting IonQ’s and SkyWater’s businesses;

(x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which IonQ

and SkyWater operate; (xii) potential business uncertainty, including changes to existing business relationships, during the

pendency of the Transaction that could affect IonQ’s or SkyWater’s financial performance; (xiii) restrictions during the

pendency of the Transaction that may impact IonQ’s or SkyWater’s ability to pursue certain business opportunities or

strategic transactions; (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism

or outbreak of war or hostilities, as well as IonQ’s and SkyWater’s response to any of the aforementioned factors; and

(xv) failure to receive the SkyWater Stockholder Approval. These risks, as well as other risks associated with the Transaction, are

more fully discussed in the Proxy Statement/Prospectus. While the list of factors presented here is, and the list of factors

presented in the Proxy Statement/Prospectus is, considered representative, no such list should be considered to be a complete

statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization

of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the

forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal

liability to third parties and similar risks, any of which could have a material adverse effect on IonQ’s or SkyWater’s

consolidated financial condition, results of operations or liquidity. Neither IonQ nor SkyWater assumes any obligation to publicly

provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or

otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IonQ, Inc.

Date: April 24, 2026

By:

/s/ Paul T. Dacier

Paul T. Dacier

Chief Legal Officer and Corporate Secretary

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Apr. 24, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 24, 2026

Entity File Number

001-39694

Entity Registrant Name

IonQ, Inc.

Entity Central Index Key

0001824920

Entity Tax Identification Number

85-2992192

Entity Incorporation, State or Country Code

Entity Address, Address Line One

4505 Campus Drive

Entity Address, City or Town

College Park

Entity Address, State or Province

Entity Address, Postal Zip Code

20740

City Area Code

301

Local Phone Number

298-7997

Written Communications

true

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock

Title of 12(b) Security

Common stock, par value $0.0001 per share

Trading Symbol

IONQ

Security Exchange Name

NYSE

Depositary Shares

Title of 12(b) Security

Warrants

Trading Symbol

IONQ WS

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=IONQ_CommonStockParValue0.00001PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=IONQ_DepositarySharesEachRepresenting120thInterestInShareOf5.50SeriesBMandatoryConvertiblePreferredStockParValue0.001PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: