IonQ (NYSE: IONQ) revenue surges as warrant losses drive big Q2 hit
IonQ, Inc. reported rapid top-line growth alongside very large losses for the quarter ended June 30, 2026. Revenue rose to $80.1M for the quarter and $144.7M for the first half of 2026, compared with $20.7M and $28.3M a year earlier, driven by quantum hardware, quantum-computing-as-a-service, and satellite-related offerings.
Operating expenses expanded sharply, with research and development, sales and marketing, and general and administrative costs bringing total operating costs to $417.3M for the quarter, resulting in an operating loss of $337.2M. A large non-cash $1.65B loss from the change in fair value of warrant liabilities drove a quarterly net loss attributable to IonQ of $1.87B, or $(5.08) per share.
Despite losses, liquidity remained strong, with $1.24B in cash, cash equivalents and restricted cash and $1.72B in U.S. government and agency securities as of June 30, 2026. Net cash used in operating activities was $254.8M in the first half. IonQ continued an acquisition-led expansion, closing the $188.5M Skyloom, $76.0M Nexus Photonics, and $30.1M Seed Innovations deals to broaden its quantum, photonics, and software capabilities.
Positive
- Quarterly revenue grew more than fourfold to $80.1M, with first-half revenue reaching $144.7M, demonstrating rapid commercial expansion.
- IonQ held a substantial liquidity position of $1.24B in cash and $1.72B in U.S. government and agency securities, supporting ongoing investment.
- The company completed strategic acquisitions totaling over $294.5M (Skyloom, Nexus, Seed) to expand quantum, photonics, and software capabilities.
Negative
- Net loss attributable to IonQ widened to $1.87B for the quarter and $1.06B for the first half of 2026.
- A large non-cash $1.65B quarterly loss from changes in warrant liabilities significantly impacted reported earnings.
- Net cash used in operating activities was $254.8M in the first half of 2026, indicating heavy cash burn.
- Warrant liabilities increased to $3.05B at June 30, 2026, adding sizeable fair value volatility to future results.
Filing Explained
By June 30, IonQ had issued shares for acquisitions and equity plans, while Skyloom could add shares only if milestones are met.
IonQ's Form 10-Q is an unaudited quarterly report covering interim financial statements and updates to risks and liquidity. As of
The quarter's disclosed issuances included 1,832,521 shares for acquisitions, 5,970,554 from equity incentive plans, and 70,086 from warrant exercises. These are recorded issuances as of the balance-sheet date, rather than merely authorized or potential shares.
The Skyloom acquisition also includes contingent consideration: its maximum future payouts are
Key Figures
Key Terms
quantum-computing-as-a-service technical
warrant liabilities financial
cost-to-cost percentage of completion financial
incremental borrowing rate financial
available-for-sale investments financial
noncontrolling interest financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did IonQ (IONQ) perform financially in Q2 2026?
What was IonQ (IONQ) revenue for the first half of 2026?
How much cash and investments does IonQ (IONQ) have?
What drove IonQ’s large 2026 net loss?
What are the key 2026 acquisitions mentioned in IonQ’s 10-Q?
What is IonQ (IONQ) cash burn from operations in 2026 so far?
t
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from_______to_______
Commission File No.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
As of July 29, 2026, there were
IONQ, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART 1-FINANCIAL INFORMATION |
1 |
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Item 1. |
Financial Statements |
1 |
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Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
1 |
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Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 |
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Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 |
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Notes to Condensed Consolidated Financial Statements |
7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
37 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
48 |
Item 4. |
Controls and Procedures |
48 |
PART II—OTHER INFORMATION |
50 |
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Item 1. |
Legal Proceedings |
50 |
Item 1A. |
Risk Factors |
50 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
53 |
Item 3. |
Defaults Upon Senior Securities |
53 |
Item 4. |
Mine Safety Disclosures |
53 |
Item 5. |
Other Information |
53 |
Item 6. |
Exhibits |
54 |
SIGNATURES |
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CERTAIN TERMS USED IN THIS REPORT
In this report, unless otherwise stated or the context otherwise indicates, the terms “IonQ, Inc.,” “the Company,” “we,” “us,” “our” and similar references refer collectively to “IonQ” and our subsidiaries, including majority-owned and wholly-owned subsidiaries, and our other registered and common law trade names, trademarks and service marks are property of IonQ, Inc. All other trademarks, trade names and service marks appearing in this report are the property of their respective owners. Solely for convenience, the trademarks and trade names in this report may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.
WHERE YOU CAN FIND MORE INFORMATION
Investors and others should note that we announce material financial information to our investors using our investor relations website at investors.ionq.com, press releases, filings with the U.S. Securities and Exchange Commission (“SEC”) and public conference calls and webcasts. We also use IonQ’s blog and the following social media channels as a means of disclosing information about the Company, our products and services, our planned financials and other announcements and attendance at upcoming investor and industry conferences, and other matters. This is in compliance with our disclosure obligations under Regulation FD:
Information posted through these social media channels may be deemed material. Accordingly, in addition to reviewing our press releases, SEC filings, public conference calls and webcasts, investors should monitor IonQ’s blog and our other social media channels. The information we post through these channels is not part of this Quarterly Report on Form 10-Q.
PART 1-FINANCIAL INFORMATION
Item 1. Financial Statements
IonQ, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except share and per share data)
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June 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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Short-term investments |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Long-term investments |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Intangible assets, net |
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Goodwill |
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Other noncurrent assets |
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Total Assets |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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Accrued expenses and other current liabilities |
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Current portion of operating lease liabilities |
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Unearned revenue |
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Total current liabilities |
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Operating lease liabilities, net of current portion |
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Unearned revenue, net of current portion |
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Warrant liabilities |
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Other noncurrent liabilities |
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Total liabilities |
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$ |
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Commitments and contingencies (see Note 12) |
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Stockholders’ Equity: |
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Common stock $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive income (loss) |
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Total IonQ, Inc. stockholders’ equity |
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$ |
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Noncontrolling interests |
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Total stockholders’ equity |
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Total Liabilities and Stockholders’ Equity |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
IonQ, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except share and per share data)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
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Costs and expenses: |
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Cost of revenue (excluding depreciation and amortization) |
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Research and development |
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Sales and marketing |
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General and administrative |
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Depreciation and amortization |
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Total operating costs and expenses |
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Loss from operations |
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Gain (loss) on change in fair value of warrant liabilities |
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( |
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Interest income, net |
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Other income (expense), net |
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Income (loss) before income tax expense |
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Income tax benefit (expense) |
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Net income (loss) |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net income (loss) attributable to noncontrolling interests |
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( |
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( |
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( |
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( |
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Net income (loss) attributable to IonQ, Inc. |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Net income (loss) per share attributable to IonQ, Inc. |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average shares used in computing net income |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
IonQ, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited)
(in thousands)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income (loss) |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Other comprehensive income (loss), net of reclassification |
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Unrealized gain (loss) on available-for-sale securities, net |
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Net actuarial gain (loss) on pension benefit plans |
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Currency translation adjustments |
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( |
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Total other comprehensive income (loss) |
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( |
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Total comprehensive income (loss) |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Comprehensive income (loss) attributable to noncontrolling interests |
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( |
) |
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( |
) |
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( |
) |
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( |
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Comprehensive income (loss) attributable to IonQ, Inc. |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
IonQ, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
(in thousands, except share data)
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Stockholders’ Equity |
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Noncontrolling |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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Interests |
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Equity |
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Balance, March 31, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
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Other comprehensive income (loss) |
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— |
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( |
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Issuance of common stock in |
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Issuance of common stock from |
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Stock-based compensation |
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— |
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Warrants exercised |
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Balance, June 30, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
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Stockholders’ Equity |
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Noncontrolling |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
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Interests |
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Equity |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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$ |
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|||||
Net income (loss) |
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— |
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( |
) |
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( |
) |
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( |
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Other comprehensive income (loss) |
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— |
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Issuance of common stock in |
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Issuance of common stock from |
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Vesting of restricted common stock |
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Stock-based compensation |
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— |
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Warrants exercised |
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Balance, June 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
IonQ, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
(in thousands, except share data)
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Stockholders’ Equity |
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Accumulated |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Noncontrolling |
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Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income (Loss) |
|
|
Interests |
|
|
Equity |
|
|||||||
Balance, December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net income (loss) |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Other comprehensive income (loss) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||
Issuance of common stock in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of common stock from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||
Issuance of common stock in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warrants exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, June 30, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
|
|
Stockholders’ Equity |
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
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|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
Total |
|
|||||||
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Noncontrolling |
|
|
Stockholders' |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income (Loss) |
|
|
Interests |
|
|
Equity |
|
|||||||
Balance, December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net income (loss) |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Other comprehensive income (loss) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of common stock in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of common stock in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of common stock from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vesting of restricted common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warrants exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
IonQ, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
(Gain) loss on change in fair value of warrant liabilities |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
(Gain) loss on change in fair value of strategic investments |
|
|
( |
) |
|
|
|
|
Other, net |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
|
|
Unearned revenue |
|
|
|
|
|
( |
) |
|
Other assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
$ |
( |
) |
|
$ |
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchases of available-for-sale securities |
|
|
( |
) |
|
|
( |
) |
Maturities of available-for-sale securities |
|
|
|
|
|
|
||
Sales of available-for-sale securities |
|
|
|
|
|
|
||
Purchases of strategic investments |
|
|
( |
) |
|
|
|
|
Businesses acquired, net of cash paid and acquired |
|
|
( |
) |
|
|
|
|
Other investing, net |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) investing activities |
|
$ |
|
|
$ |
( |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from common stock and warrant issuance, net of issuance costs |
|
|
|
|
|
|
||
Proceeds from stock options exercised |
|
|
|
|
|
|
||
Proceeds from public warrants exercised |
|
|
|
|
|
|
||
Tax withholding receipts (payments) related to equity awards, net |
|
|
|
|
|
|
||
Other financing, net |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) financing activities |
|
$ |
|
|
$ |
|
||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Net change in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at the beginning of the period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at the end of the period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of non-cash investing and financing transactions |
|
|
|
|
|
|
||
Property and equipment purchases in accounts payable and accrued expenses |
|
$ |
|
|
$ |
|
||
Operating lease right-of-use assets subject to lease liability |
|
|
|
|
|
|
||
Noncash reclassification of warrant liabilities to equity upon exercise |
|
|
|
|
|
|
||
Bonus settled in restricted stock units |
|
|
|
|
|
|
||
Conversion of investment in convertible debt securities to investment in equity |
|
|
|
|
|
|
||
Equity issued for acquisitions |
|
|
|
|
|
|
||
Equity issued for intangible assets |
|
|
|
|
|
|
||
Equity issued for research and development arrangement |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
IonQ, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. DESCRIPTION OF BUSINESS
IonQ, Inc. (“IonQ” or the “Company”) is a quantum platform company delivering quantum solutions via quantum computing, networking, sensing, and security to solve some of the world’s most complex problems, and transform business, society, and the planet for the better. To operate these quantum products, the Company has developed custom hardware, custom firmware, and an operating system. The Company also offers satellite-based data capabilities and satellite solutions intended to enable quantum-secure global communications through combining our satellite platform with our quantum sensing products.
The Company pursues its business goals both through organic innovation and development, and targeted acquisitions of complementary businesses. For a discussion of the impact of recent acquisitions on our business and the benefits that we expect them to provide, refer to Note 3.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
Basis of Preparation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”). Such condensed consolidated financial statements include the accounts of IonQ and majority-owned and wholly-owned subsidiaries. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met. All intercompany transactions and balances have been eliminated in consolidation. For consolidated non-wholly-owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of income and equity that is not attributable to the Company. Any change in the Company’s ownership interest in a consolidated subsidiary, where a controlling financial interest is retained, is accounted for as an equity transaction. If the Company ceases to have a controlling financial interest in a consolidated subsidiary, the Company recognizes a gain or loss in net income (loss) upon deconsolidation.
Unaudited Interim Financial Information
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the SEC require management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes.
7
Significant estimates and assumptions are inherent in the analysis and measurement of items including, but not limited to: standalone selling price for revenue arrangements with multiple performance obligations, total expected costs for revenue arrangements recognized over time under the cost-to-cost percentage of completion model, and estimates of the fair value of intangible assets acquired upon acquisition. Management bases its estimates and assumptions on historical experience, expectations, forecasts, and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ and be affected by changes in those estimates.
Foreign Currency
The reporting currency of the Company is the U.S. dollar. Financial statements of subsidiaries whose functional currency is not the U.S. dollar are translated at exchange rates in effect at the balance sheet date for assets and liabilities and at average exchange rates for revenues and expenses for the respective periods. Translation adjustments are recorded in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets.
The Company is exposed to foreign currency risk to the extent that it enters into transactions denominated in currencies other than its subsidiaries’ respective functional currencies. Transactions denominated in currencies other than subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the Company’s condensed consolidated balance sheets related to these items will result in unrealized foreign currency transaction gains and losses based upon period-end exchange rates. The Company also records realized foreign currency transaction gains and losses upon settlement of the transactions. Foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency are included in other income (expense), net in the condensed consolidated statements of operations.
Fair Value Measurements
The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period.
For assets that are measured using quoted prices in active markets, the total fair value is the published market price per unit multiplied by the number of units held, without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. Assets that are measured using unobservable inputs, including certain investments in privately-held companies, use the market or income approach and may involve pricing models whose inputs require significant judgment or estimation. The inputs in these valuations may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. Liabilities that are measured using unobservable inputs, including warrant liabilities and contingent consideration, use various pricing models, including the Black-Scholes-Merton (“Black-Scholes”) option-pricing model and the Monte Carlo simulation model, and may involve inputs which require significant judgment or estimation, including expected volatility.
Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, intangible assets, and goodwill. The Company recognizes these items at fair value upon initial recognition when acquired through a business combination or an asset acquisition or when they are considered to be impaired. The fair value of these assets and liabilities are
8
determined with valuation techniques using the best information available and may include quoted market prices, market comparables and discounted cash flow models.
Due to their short-term nature, the carrying amounts reported in the Company’s condensed consolidated financial statements approximate the fair value for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash and checking deposits, money market funds, and U.S. government and agency securities. The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Restricted cash for collateralizing letters of credit and certain other obligations is primarily included in other noncurrent assets in the condensed consolidated balance sheets. The Company issues financial assurances, including letters of credit, in the ordinary course of business, including for lease arrangements and regulatory requirements. As of June 30, 2026 and December 31, 2025, financial assurances totaling $
The following table provides a reconciliation of cash, cash equivalents, and restricted cash included in the condensed consolidated balance sheets to the amounts included in the condensed consolidated statements of cash flows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash in the |
|
$ |
|
|
$ |
|
||
Accounts Receivable and Allowance for Credit Losses
Accounts receivable represent amounts billed and currently due from customers at the gross invoiced amount as well as unbilled amounts related to unconditional rights for consideration to be received for services performed but not yet invoiced. A receivable is recorded when the Company has an unconditional right to receive payment. Accounts receivable are classified as current based on the Company’s contract operating cycle and include amounts that may be billed and collected beyond one year due to the long-cycle nature of the Company’s contracts.
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Billed accounts receivable |
|
$ |
|
|
$ |
|
||
Unbilled accounts receivable |
|
|
|
|
|
|
||
Total accounts receivable |
|
$ |
|
|
$ |
|
||
On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance for credit losses. This assessment is based on management’s evaluation of relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the receivable.
Allowance for credit losses was
Inventories, Net
Inventories are stated at the lower of cost or net realizable value, with cost computed using the weighted-average cost basis, and are recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets. Inventories are evaluated regularly for excess quantities and obsolescence. This evaluation includes analysis of the Company’s current and future strategic plans, risk of technological obsolescence, and general market conditions. During the three and six months ended June 30, 2026, excess and obsolescence charges were
Materials and Supplies, Net
Materials and supplies, including spare parts, are carried at weighted-average cost and recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets. Materials and supplies used in the production of quantum computing systems and satellites are capitalized to property and equipment when installed. Materials and supplies used to support customer
9
contracts, for maintenance, or for research and development efforts are expensed when consumed. The Company capitalized $
Materials and supplies are evaluated regularly for excess quantities and obsolescence. This evaluation includes analysis of the Company’s current and future strategic plans, risk of technological obsolescence, and general market conditions. During the three and six months ended June 30, 2026 and 2025, excess and obsolescence charges were
Investments
Management determines the appropriate classification of investments at the time of purchase based upon management’s intent with regard to such investments. The Company invests in debt securities and classifies these investments as available-for-sale at the time of purchase if they are available to support either current or future operations. This classification is re-evaluated at each balance sheet date. Available-for-sale investments not considered cash equivalents with remaining contractual maturities of one year or less from the balance sheet date are classified as short-term investments, and those with remaining contractual maturities greater than one year from the balance sheet date are classified as long-term investments. Available-for-sale investments are recorded at their estimated fair value, and any unrealized gains and losses are recorded in the condensed consolidated balance sheets in accumulated other comprehensive income (loss). Realized gains and losses on sales and maturities of available-for-sale investments are determined based on the specific identification method and are recognized in the condensed consolidated statements of operations in other income (expense), net. Accrued interest receivable on available-for-sale investments is recorded in the condensed consolidated balance sheets in prepaid expenses and other current assets.
The Company also invests in strategic investments, including equity securities of publicly-traded companies and equity securities, convertible debt securities, and simple agreements for future equity (“SAFE”) investments of privately-held companies. The Company classifies these investments in accordance with the terms of the underlying securities. Strategic investments are primarily included in other noncurrent assets on the condensed consolidated balance sheet. For convertible debt securities and SAFE investments, the Company elects the fair value option, when applicable, and records changes in fair value in other income (expense), net in the condensed consolidated statements of operations. When the fair value option is not elected or permitted, investments are classified as available-for-sale investments, with changes in fair value recorded in accumulated other comprehensive income (loss). Equity securities with a readily determinable fair value are recorded at fair value with the changes in fair value recorded in other income (expense), in the condensed consolidated statements of operations. Equity securities without a readily determinable fair value are recorded using the measurement alternative. Such investments are carried at cost, less any impairments, and are adjusted for subsequent observable price changes in orderly transactions for identical or similar investments of the same issuer. Changes in the basis of the securities are recognized in other income (expense), net in the condensed consolidated statements of operations.
The Company performs periodic evaluations to determine whether any declines in the fair value of investments below amortized cost are credit losses or impairments. The evaluation consists of qualitative and quantitative factors regarding the severity of the unrealized loss, as well as the Company’s ability and intent to hold the investments until a forecasted recovery occurs. Declines in fair value are considered to be credit losses if they are related to deterioration in credit risk or are considered impairments if it is likely that the underlying securities will be sold prior to a full recovery of their cost basis. Credit losses and impairments are determined based on the specific identification method and are reported in other income (expense), net in the condensed consolidated statements of operations. Credit losses and impairments were
Property and Equipment, Net
Property and equipment, net is stated at cost less accumulated depreciation. Historical cost of fixed assets is the cost as of the date acquired. Hardware and labor costs associated with the building of quantum computing systems, satellites, and supporting equipment are capitalized in the period the costs are incurred when it is probable that such costs will provide future economic benefit. The costs of quantum computing systems, satellites, and supporting equipment that are used in research and development activities and have alternative future uses are capitalized. Maintenance costs associated with property and equipment are expensed as incurred.
10
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Useful lives are as follows:
Computer equipment and acquired computer software |
|
|
Machinery, equipment, furniture and fixtures |
|
|
Quantum computing systems |
|
|
Satellites |
|
|
Leasehold improvements |
|
Shorter of the lease term or the estimated useful life of the related asset |
The Company evaluates the useful life of its assets periodically and whenever events or changes in circumstances indicate that the useful life may have changed. In assessing useful lives, the Company considers, among other factors, the use of the asset, changes in technology, and the competitive environment.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current operating lease liabilities and operating lease liabilities, net of current portion on the Company’s condensed consolidated balance sheets. As of June 30, 2026, finance lease arrangements are not material. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease.
The Company records a ROU asset and lease liability in connection with its operating leases. The Company’s lease portfolio is comprised primarily of real estate leases, which are accounted for as operating leases. The Company elected the practical expedient to not separate lease and non-lease components for all classes of underlying assets.
ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments, including the impact of any lease incentives, as applicable, over the lease term. ROU assets include lease payments made at or before the lease commencement date, net of lease incentives. An amendment to a lease is assessed to determine if it represents a lease modification or a separate contract. Amendments accounted for as separate contracts are accounted for as new leases. For amendments that are not accounted for as separate contracts, lease liabilities are remeasured as of the effective date of the modification using an incremental borrowing rate based on the information available at the effective date of the modification. For modified leases, the Company also reassesses the lease classification as of the effective date of the modification.
The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.
The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company considers contractual-based factors such as the nature and terms of the renewal or termination, asset-based factors such as physical location of the asset and entity-based factors such as the importance of the leased asset to the Company’s operations to determine the lease term. The Company generally uses the base non-cancelable lease term when determining the ROU assets and lease liabilities.
Software Development Costs
The Company incurs software development costs for internal-use software, which the Company primarily uses to provide services to its customers, as well as for external-use software that will be part of a product to be sold, leased, or marketed.
Internal-Use Software
The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended, until the time the software is placed in service for its intended use. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once the software is ready for its intended use, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is typically assessed to be
11
External-Use Software
Costs incurred in researching and developing external-use software are expensed as incurred until technological feasibility is established. Once technological feasibility is established, software costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. Generally, this occurs shortly before the products are released to production.
Intangible Assets, Net
The Company’s intangible assets include developed technology, naming rights, customer relationships, trademarks, in-process research and development, non-compete agreements, and patents. Intangible assets with identifiable useful lives are initially valued at acquisition cost and are amortized over their estimated useful lives using the straight-line method. Intangible assets with indefinite useful lives are assessed for impairment at least annually. In-process research and development is accounted for as an indefinite-lived intangible asset until the underlying project is completed, at which point the intangible asset will be accounted for as a definite-lived intangible asset.
Goodwill
Goodwill is the excess of the purchase price over the fair values assigned to the net assets acquired in a business combination. The Company tests goodwill for impairment on an annual basis, which it has determined to be the first day of the fourth quarter, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company tests goodwill qualitatively, or quantitatively, by comparing the fair value of the reporting unit with the unit’s carrying amount.
Business Combinations
The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date. Goodwill as of the acquisition date represents the excess of the purchase consideration of an acquired business over the fair value of the underlying net tangible and intangible assets acquired net of liabilities assumed. The purchase consideration is determined based on the fair value of the assets transferred and liabilities assumed after considering any transactions that are separate from the business combination. Any adjustments to provisional amounts that are identified during the measurement period, not to exceed one year from the date of acquisition, are recorded in the reporting period in which the adjustment amounts are determined. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the Company’s condensed consolidated statements of operations.
For acquisitions with contingent consideration, the Company recognizes the acquisition-date fair value of contingent consideration as part of the purchase consideration. Contingent consideration is classified as a liability or equity based on the terms and settlement provisions of the arrangement. Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in general and administrative expenses in the Company’s condensed consolidated statements of operations. Contingent consideration classified as equity is not remeasured, and its subsequent settlement is recorded within stockholders’ equity.
Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. Impairment losses were
Warrant Liabilities
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, including warrant liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued upon exercise or at each reporting date for the unexercised warrants, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such
12
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Revenue Recognition
The Company derives revenue from the design, development, construction and sale of quantum ecosystem hardware together with related maintenance and support, from providing access to its quantum-computing-as-a-service (“QCaaS” services), from consulting services related to co-developing algorithms and other services related to the Company’s quantum products, and from providing satellite imagery and data from its constellation of satellites through its online platform. The Company applies the provisions of the FASB Accounting Standards Update (“ASU”), Revenue from Contracts with Customers (“ASC 606”), and all related applicable guidance. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
To support this core principle, the Company applies the following five step approach:
Certain of the Company’s contracts contain multiple promised goods and services, most commonly in contracts for the sale of quantum computers, together with related on-site maintenance and support, technical training, consulting services, and QCaaS. The Company evaluates the promised goods and services in each contract to determine whether they are distinct performance obligations based on whether the customer can benefit from the good or service on its own or together with other readily available resources and whether the promise is separately identifiable from other promises in the contract. Consistent with the guidance in ASC 606, in identifying performance obligations, the Company considers the nature of the promised goods and services, the degree of integration between promises, whether any good or service significantly modifies or customizes another promised good or service, or whether the goods and services are highly interdependent or interrelated. In these arrangements, revenue related to the sale of quantum computers is recognized over time, based on when control transfers to the customer. Consistent with ASC 606, revenue related to the other performance obligations, such as maintenance, is recognized over time on a straight line basis over the contractual service periods, consistent with the stand ready nature of these obligations. Fees are generally billed over the course of the arrangement based on an agreed upon billing schedule, and may have terms that are considered variable consideration, as well as financing components.
The transaction price represents the amount of consideration the Company expects to be entitled to in exchange for transferring the promised goods or services to the customer, including estimates of variable consideration. The Company estimates variable consideration using either the expected value or most likely amount method, depending on the nature of the arrangement, and includes such amounts in the transaction price only to the extent it is probable that a significant revenue reversal will not occur. The Company applies judgment and takes into account historical experience, contractual terms, and expected customer behavior to best predict the amount of consideration to which it expects to be entitled under these contracts. As of June 30, 2026, variable consideration was not material.
When there are multiple performance obligations in a contract, the Company allocates the transaction price to each performance obligation based on relative standalone selling prices. The Company determines standalone selling price based on the observable price of a product or service when it sells the products or services separately in similar circumstances and to similar customers. Certain products and services have limited or no history of being sold on a standalone basis, requiring the Company to estimate the standalone selling price. The Company estimates the standalone selling price based on other contracts for similar products and services adjusted for differing terms than the contract being evaluated, as well as internal pricing guidelines and market factors. In addition, the Company takes into consideration the estimated costs to be incurred to satisfy the performance obligation plus an appropriate profit margin.
13
Performance obligations are satisfied over time if the customer receives the benefits as the Company performs the work, if the customer controls the asset as it is being produced (continuous transfer of control), or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment for performance to date. For performance obligations related to specialized quantum hardware and consulting services as well as customer solutions for specialized satellite development capabilities, revenue is recognized over time based on the efforts incurred to date relative to the total expected effort, primarily based on a cost-to-cost input measure. The Company applies judgment to determine a reasonable method to measure progress and to estimate total expected effort. Factors considered in these estimates include the Company’s historical performance, the availability, productivity and cost of labor, the nature and complexity of work to be performed, the effect of change orders, availability and cost of materials, and the effect of any delays in performance. The Company believes that the cost-to-cost input method faithfully depicts its performance in transferring control of the related goods and services because costs incurred are directly correlated with the Company’s efforts to satisfy the performance obligation. For performance obligations related to certain quantum networking and sensing products and related services, revenue is recognized at the point in time when control passes to the customer, which is generally at the shipping point based on customary incoterms, or upon completion of the required services.
The Company has determined that its QCaaS contracts represent a combined, stand-ready performance obligation to provide access to its quantum computing systems. Additionally, the Company has determined that its contracts to provide satellite imagery and data also represent a stand-ready performance obligation. The transaction price generally consists of a fixed fee for a minimum volume of usage to be made available over a defined period of access. Fixed fee arrangements may also include a variable component whereby customers pay an amount for usage over contractual minimums contained in the contracts. For performance obligations related to providing QCaaS access, fixed fees are recognized on a straight-line basis over the access period. Variable usage fees are recognized in the period they occur.
The Company may enter into multiple contracts with a single counterparty at or near the same time. The Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated as a package with a single commercial objective; (ii) consideration to be paid in one contract depends on the price or performance of the other contract; and (iii) goods or services promised are a single performance obligation.
Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer, or equity instruments granted to a customer in connection with selling goods or services. For arrangements that contain consideration payable to a customer, the Company uses judgment in determining whether such payments are a reduction of the transaction price or a payment to the customer for a distinct good or service. Where the Company concludes that such payments are in exchange for a distinct good or service, the Company accounts for the transaction as a purchase of that good or service, provided the amount does not exceed the fair value of the distinct good or service received.
Certain of the Company’s arrangements include provisions that allow customers to sell QCaaS access to the Company for fixed amounts paid over time. The Company has determined that the QCaaS purchased from customers is distinct from the goods or services that the Company has promised to its customers because the customer can benefit from the computer without selling QCaaS to the Company and the Company can satisfy its obligation to sell the computer independent from its contingent obligation to purchase QCaaS. To the extent a customer sells QCaaS to the Company, the Company recognizes the cost of purchases ratably as expense over the term of the access.
For the three and six months ended June 30, 2026 and 2025, the majority of revenue was recognized based on transfer of service over time. In arrangements with cloud service providers, the cloud service provider is considered the customer and the Company does not have any contractual relationships with the cloud service providers’ end users. For these arrangements, revenue is recognized at the amount charged to the cloud service provider and does not reflect any mark-up to the end user.
The fees associated with the QCaaS and satellite imagery and data contracts are generally billed a month in arrears. Customers also have the ability to make advance payments. Advance payments are recorded as a contract liability until services are delivered or obligations are met and revenue is earned. Contract liabilities to be recognized in the succeeding 12-month period are classified as current and the remaining amounts are classified as non-current liabilities in the Company’s condensed consolidated balance sheets.
Cost of Revenue
14
Research and Development
Research and development expenses consist of personnel-related costs, including salaries, benefits and stock-based compensation, and allocated overhead costs for the Company’s research and development function. Research and development is attributable to the advancing technology research, platform and infrastructure development, and the research and development of new product iterations, including quantum computing systems, networks, and other products as well as satellites. Design and development efforts continue throughout the useful life of the Company’s quantum computing systems and satellites to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware and software costs related to quantum computing systems constructed for research purposes that are not probable of providing future economic benefit and have no alternate future use, as well as costs associated with third-party research and development arrangements.
In November 2025, the Company entered into a strategic collaboration agreement and master research agreement with the University of Chicago, pursuant to which the Company receives a license to certain intellectual property under a research and development service arrangement, as well as naming rights to a University of Chicago building. In exchange for the licensed intellectual property and naming rights, the University of Chicago received
In March 2026, the Company entered into a strategic collaboration agreement and master research agreement with the University of Cambridge, pursuant to which the Company receives a license to certain intellectual property under a research and development service arrangement, as well as naming rights to a University of Cambridge facility. In exchange for the licensed intellectual property and naming rights, the University of Cambridge received
Stock-Based Compensation
The Company measures and records the expense related to stock-based awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation. The Company uses the Black-Scholes option-pricing model to determine the estimated fair value for stock options. The Black-Scholes option-pricing model requires the use of subjective assumptions, which determine the fair value of stock option awards, including the option’s expected term, the price volatility of the underlying common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the stock options represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company records forfeitures as they occur.
Stock-based compensation cost for restricted stock units, performance-based restricted stock units, and restricted common stock is measured based on the fair value of the Company’s common stock on the grant date. The fair value of performance-based restricted stock units with a market condition is estimated on the date of grant using the Monte Carlo simulation model. The Monte Carlo simulation model requires the use of subjective assumptions, which determine the fair value of these awards, including price volatility,
15
contractual term, discount rate, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the performance-based restricted stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. For awards with a performance-based vesting condition, including those with a market condition, the Company records stock-based compensation cost if it is probable that the performance conditions will be achieved. Stock-based compensation cost will be recognized if the performance condition is satisfied, even if the market condition is not met and the award does not vest. At each reporting period, the Company reassesses the probability of the achievement of the performance conditions and any change in expense resulting from an adjustment in the estimated shares to be released is treated as a cumulative catch-up in the period of the adjustment.
Income Taxes
Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits or tax deficiencies from stock option exercises are recognized in the income tax provision in the period in which they occur.
The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is not more-likely-than-not that some portion or all of its deferred tax assets will be realized.
For certain income tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the condensed consolidated financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, investments, and trade accounts receivable. The Company maintains the majority of its cash, cash equivalents, restricted cash, and investments with several financial institutions. The Company’s deposits routinely exceed amounts guaranteed by the Federal Deposit Insurance Corporation.
The Company’s accounts receivable are derived from customers primarily located in the U.S., including the U.S. government. The Company performs periodic evaluations of its customers’ financial condition and generally does not require its customers to provide collateral or other security to support accounts receivable and maintains an allowance for credit losses. Credit losses historically have not been material.
Significant customers are those that represent more than
Net Income (Loss) Per Share
Basic net income (loss) per share is computed using the two-class method. Under the two-class method, all earnings are allocated to common stock and participating securities based on their participation rights. The Company considers its restricted stock to be participating securities. The holders of restricted stock do not have a contractual obligation to share in the losses of the Company. Accordingly, in periods with a reported net loss, the net loss is not allocated to these participating securities. Under the two-class method, basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.
16
Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock during the period, plus common stock equivalents outstanding during the period. The Company’s common stock equivalents include stock options, warrants, unvested restricted stock units, unvested performance-based restricted stock units, and unvested restricted stock. Common stock equivalents contingent upon the satisfaction of certain conditions are included in the denominator to the extent the shares would be issuable if the end of the period was the end of the contingency period and based on the actual achievement of performance metrics through the end of the period. When computing diluted net income (loss) per share, the numerator is adjusted for the gain (loss) on changes in fair value of dilutive warrant liabilities. Diluted net income (loss) per share is calculated under both the two-class method and the treasury stock method, and the more dilutive amount is reported. If the Company reports a net loss, the computation of diluted net loss per share excludes the effect of dilutive common stock equivalents, as their effect would be antidilutive, and diluted net loss per share is equal to basic net loss per share.
Recently Adopted Accounting Standards
In July 2025, the FASB issued ASU 2025-05, Financial Instruments -- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, to introduce a practical expedient for all entities, which simplifies the calculation required for estimating credit losses and assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted this standard as of January 1, 2026. The Company elected the practical expedient and it did not have a material effect on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement -- Reporting Comprehensive Income -- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional expense disclosures by public business entities in the notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles -- Goodwill and Other -- Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update to its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. ASU 2025-10 is effective for annual periods beginning after December 15, 2028, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to make changes to the Codification that clarify, correct errors, or make minor improvements to U.S. GAAP, including clarifying the calculation of earnings per share when a loss from continuing operations exists. ASU 2025-12 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
3. BUSINESS COMBINATIONS
2026 Acquisitions
During 2026, the Company completed multiple acquisitions, for which each of the purchase price allocations are based on preliminary information and subject to change. Upon completion of the final purchase price allocations, the final fair values of assets acquired and liabilities assumed and resulting goodwill may differ materially from the preliminary assessment. The Company has estimated the preliminary fair values of assets acquired and liabilities assumed in each acquisition based on information currently
17
available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period.
The Company incurred approximately $
The Company has included the revenue and expenses of each acquisition in its condensed consolidated statements of operations from the date of acquisition.
Nexus Photonics, Inc.
On
The following table summarizes the components of the purchase consideration to acquire Nexus (in thousands):
Fair value of common stock issued(1) |
|
$ |
|
|
Fair value of equity awards(2) |
|
|
|
|
Total purchase consideration |
|
$ |
|
The following table summarizes the preliminary fair values of Nexus’s assets acquired and liabilities assumed as of the acquisition date (in thousands):
|
|
Preliminary Fair Value |
|
|
Cash and cash equivalents |
|
$ |
|
|
Accounts receivable |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
Property and equipment |
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
Other noncurrent assets |
|
|
|
|
Intangible assets |
|
|
|
|
Goodwill |
|
|
|
|
Accounts payable |
|
|
( |
) |
Accrued expenses and other current liabilities |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
Unearned revenue |
|
|
( |
) |
Deferred tax liabilities |
|
|
( |
) |
Total fair value of net assets acquired |
|
$ |
|
|
The goodwill of $
18
Nexus’s revenue since the acquisition date to June 30, 2026, included in the Company’s condensed consolidated statements of operations, was not material.
Skyloom Global Corp.
On
The following table summarizes the components of the purchase consideration to acquire Skyloom (in thousands):
Cash |
|
$ |
|
|
Fair value of common stock issued(1) |
|
|
|
|
Contingent consideration |
|
|
|
|
Total purchase consideration |
|
$ |
|
The preliminary purchase consideration includes contingent consideration related to revenue milestones and technical milestones, which have a future maximum payout of $
The following table summarizes the preliminary fair values of Skyloom’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):
|
|
Preliminary Fair Value |
|
|
Measurement Period Adjustments |
|
|
Adjusted Fair Value |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|||
Property and equipment |
|
|
|
|
|
|
|
|
|
|||
Operating lease right-of-use assets |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
( |
) |
|
|
|
||
Other noncurrent assets |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Operating lease liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Unearned revenue |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Deferred tax liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Other noncurrent liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total fair value of net assets acquired |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
The goodwill of $
19
recognized primarily consist of $
Skyloom’s revenue since the acquisition date to June 30, 2026, included in the Company’s condensed consolidated statements of operations, was
Seed Innovations, LLC
On
The following table summarizes the components of the purchase consideration to acquire Seed (in thousands):
Fair value of common stock issued(1) |
|
$ |
|
|
Total purchase consideration |
|
$ |
|
The following table summarizes the preliminary fair values of Seed’s assets acquired and liabilities assumed, including measurement period adjustments, as of the acquisition date (in thousands):
|
|
Preliminary Fair Value |
|
|
Measurement Period Adjustments |
|
|
Adjusted Fair Value |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|||
Operating lease right-of-use assets |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
( |
) |
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Operating lease liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total fair value of net assets acquired |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The goodwill of $
Seed’s revenue since the acquisition date to June 30, 2026, included in the Company’s condensed consolidated statements of operations was $
Pro Forma Results of Operations
The following table summarizes the unaudited pro forma consolidated revenue of the Company as if each of the 2026 acquisitions described above had been completed on January 1, 2025 (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
20
The pro forma information is not necessarily indicative of the results of operations that would have occurred had the acquisitions been made at the beginning of the periods presented or the future results of the combined operations. Unaudited pro forma consolidated net loss is not presented as the impacts are not significant to our condensed consolidated financial statements.
2025 Acquisitions
During 2025, the Company completed
The stock consideration includes
The following table summarizes the purchase price allocation for the 2025 acquisitions based on the estimated fair value of the acquired assets and assumed liabilities (in thousands):
|
|
Purchase Price Allocation as of December 31, 2025 |
|
|
Measurement Period Adjustments |
|
|
Purchase Price Allocation as of June 30, 2026 |
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|||
Property and equipment |
|
|
|
|
|
|
|
|
|
|||
Operating lease right-of-use assets |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
|
|
|
|
|||
Other noncurrent assets |
|
|
|
|
|
( |
) |
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Unearned revenue |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Deferred tax liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Other noncurrent liabilities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Total fair value of net assets acquired |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the purchase price allocation for the 2025 acquisitions based on the estimated fair value of the identifiable intangible assets (in thousands):
|
|
Fair Value |
|
|
Useful Life |
|
Developed technology |
|
$ |
|
|
||
Customer relationships |
|
|
|
|
||
In-process research and development |
|
|
|
|
||
Tradenames |
|
|
|
|
||
Non-compete agreements |
|
|
|
|
||
Total intangible assets |
|
$ |
|
|
|
|
The Company has estimated the preliminary fair values of assets acquired and liabilities assumed in each acquisition based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period. The purchase price allocations for
21
Vector Atomic, Inc., Oxford Ionics Limited, and Capella Space Corp. are preliminary as of June 30, 2026. The purchase price allocations for Lightsynq Technologies Inc., id Quantique SA, and the market intelligence business are complete.
In July 2025, the Company acquired additional shares of id Quantique SA, increasing the Company’s total ownership to approximately
4. CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND INVESTMENTS
The following table summarizes the Company’s unrealized gains and losses and estimated fair value of cash, cash equivalents, restricted cash, and investments in available-for-sale securities recorded in the condensed consolidated balance sheets (in thousands):
|
|
As of June 30, 2026 |
|
|
As of December 31, 2025 |
|
||||||||||||||||||||||||||
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
||||||||
Cash and money |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Certificates of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Total cash, cash |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Unrealized losses related to investments were primarily a result of interest rate fluctuations. The following tables present information about the Company’s investments in available-for-sale securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position (in thousands):
|
|
As of June 30, 2026 |
|
|||||||||||||||||||||
|
|
Less than 12 Months |
|
|
12 Months or Longer |
|
|
Total |
|
|||||||||||||||
|
|
Fair Value |
|
|
Gross Unrealized |
|
|
Fair Value |
|
|
Gross Unrealized |
|
|
Fair Value |
|
|
Gross Unrealized |
|
||||||
U.S. government and agency |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||
|
|
As of December 31, 2025 |
|
|||||||||||||||||||||
|
|
Less than 12 Months |
|
|
12 Months or Longer |
|
|
Total |
|
|||||||||||||||
|
|
Fair Value |
|
|
Gross Unrealized |
|
|
Fair Value |
|
|
Gross Unrealized |
|
|
Fair Value |
|
|
Gross Unrealized |
|
||||||
U.S. government and agency |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||||
The Company did
22
The estimated fair value of the Company’s cash, cash equivalents, restricted cash, and investments in available-for-sale securities as of June 30, 2026, aggregated by investment category and classified by contractual maturity date, is as follows (in thousands):
|
|
1 Year |
|
|
Greater than |
|
|
Total |
|
|||
Cash and money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
5. FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):
|
|
Fair Value Measured as of |
|
|||||||||||||
|
|
June 30, 2026 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and money market funds(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certificates of deposit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total short-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total long-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other noncurrent assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Strategic investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other noncurrent assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued expenses and other current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Strategic investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other noncurrent liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other noncurrent liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Warrant liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
23
|
|
Fair Value Measured as of |
|
|||||||||||||
|
|
December 31, 2025 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and money market funds(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate notes and bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total short-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government and agency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total long-term investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other noncurrent assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Strategic investments |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Total other noncurrent assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table summarizes changes in Level 3 assets and liabilities measured at fair value for the six months ended June 30, 2026 (in thousands):
|
|
Strategic Investments(1) |
|
|
Contingent Consideration(2) |
|
|
Warrant Liabilities(3) |
|
|||
Fair value as of December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Purchases |
|
|
|
|
|
|
|
|
|
|||
Issuances |
|
|
|
|
|
( |
) |
|
|
|
||
Transfer out of Level 3(4) |
|
|
( |
) |
|
|
|
|
|
|
||
Changes in fair value included in net income (loss) |
|
|
|
|
|
|
|
|
( |
) |
||
Changes in fair value included in other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|||
Fair value as of June 30, 2026 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Warrant Liabilities
The Company’s warrant liabilities are comprised of the public warrants and the Series A and Series B private warrants. As of June 30, 2026, there were
24
The fair value of the Series A and Series B private warrants was determined using Level 3 inputs. Management determined the fair value of the Series A and Series B private warrants using unobservable inputs in the Black-Scholes option-pricing model. Inherent in the valuation were assumptions related to the expected term, risk-free interest rate, dividend yield, and expected stock-price volatility, which was determined based on the Company’s historical and implied stock price volatility. The expected stock-price volatility was
Contingent Consideration
The fair value of the revenue milestone contingent consideration, which is liability-classified, was determined using Level 3 inputs. Management determined the fair value of the revenue milestone contingent consideration using unobservable inputs in the Monte Carlo simulation model, including forecasted revenue, expected payment timing, discount rate, and revenue volatility, which was determined based on the historical revenue volatility of comparable peer companies. The discount rate was
The fair value of the technical milestone contingent consideration, which is equity-classified, was determined using Level 3 inputs. Management determined the fair value of the technical milestone contingent consideration as of the acquisition date using unobservable inputs in a scenario-based model, including probability of achievement ranging from
Strategic Investments
The Company enters into strategic investment agreements (“Investment Agreements”) to purchase equity securities of publicly-traded companies and to purchase equity securities, convertible debt securities, and SAFE investments of privately-held companies (each, an “Investee”).
|
|
June 30, |
|
|
December 31, |
|
||
Publicly-traded equity securities |
|
$ |
|
|
$ |
|
||
Convertible debt securities |
|
|
|
|
|
|
||
Privately-held equity securities |
|
|
|
|
|
|
||
SAFE investments |
|
|
|
|
|
|
||
Total strategic investments |
|
$ |
|
|
$ |
|
||
The Company recognized net unrealized gains of $
In connection with the Investment Agreements, each Investee and the Company entered into a commercial contract for access to the Company’s products and services. The Company assessed the commercial contracts under the guidance within ASC 606, Revenue from Contracts with Customers, as well as the commercial substance of the arrangement considering the customer’s ability and intention to pay as well as the Company’s obligation to perform under the contract. Based on its assessment, the Company concluded the commercial contracts are within the scope of ASC 606 and the Company will apply the principles within ASC 606 to measure and recognize revenue. During the three and six months ended June 30, 2026, the Company recognized $
25
6. PROPERTY AND EQUIPMENT, NET
Property and equipment, net is composed of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Quantum computing systems |
|
$ |
|
|
$ |
|
||
Satellites |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Machinery, equipment, furniture and fixtures |
|
|
|
|
|
|
||
Computer equipment and acquired computer software |
|
|
|
|
|
|
||
Gross property and equipment |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended June 30, 2026 and 2025, was $
7. INTANGIBLE ASSETS, NET
Intangible assets, net is composed of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Developed technology |
|
$ |
|
|
$ |
|
||
Naming rights |
|
|
|
|
|
|
||
Customer relationships |
|
|
|
|
|
|
||
Internal-use software |
|
|
|
|
|
|
||
Trademark |
|
|
|
|
|
|
||
In-process research and development |
|
|
|
|
|
|
||
Non-compete agreements |
|
|
|
|
|
|
||
Patents |
|
|
|
|
|
|
||
Website and other |
|
|
|
|
|
|
||
Gross intangible assets |
|
|
|
|
|
|
||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Total intangible assets, net |
|
$ |
|
|
$ |
|
||
Amortization expense for the three months ended June 30, 2026 and 2025, was $
8. GOODWILL
Changes in the carrying amount of goodwill as of June 30, 2026 and December 31, 2025, were as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Acquisitions |
|
|
|
|
|
|
||
Measurement period adjustments |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation |
|
|
( |
) |
|
|
( |
) |
Ending balance |
|
$ |
|
|
$ |
|
||
26
9. OTHER BALANCE SHEET ACCOUNTS
Prepaid expenses and other current assets are composed of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Materials and supplies |
|
$ |
|
|
$ |
|
||
Advance payments to suppliers |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Accrued interest receivable |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
Other noncurrent assets are composed of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Strategic investments |
|
$ |
|
|
$ |
|
||
Prepaid research and development arrangements, net of current portion |
|
|
|
|
|
|
||
Other noncurrent assets |
|
|
|
|
|
|
||
Total other noncurrent assets |
|
$ |
|
|
$ |
|
||
Accrued expenses and other current liabilities are composed of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Accrued salaries and other payroll liabilities |
|
$ |
|
|
$ |
|
||
Acquisition purchase consideration liabilities |
|
|
|
|
|
|
||
Accrued professional services and transactions costs |
|
|
|
|
|
|
||
Accrued equipment and facilities liabilities |
|
|
|
|
|
|
||
Accrued expenses—other |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
Other noncurrent liabilities are composed of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Deferred tax liabilities |
|
$ |
|
|
$ |
|
||
Acquisition purchase consideration liabilities, net of current portion |
|
|
|
|
|
|
||
Defined benefit pension obligation |
|
|
|
|
|
|
||
Other noncurrent liabilities |
|
|
|
|
|
|
||
Total other noncurrent liabilities |
|
$ |
|
|
$ |
|
||
10. INVENTORIES, NET
Inventories, net is composed of the following (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories, net |
|
$ |
|
|
$ |
|
||
27
11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following tables summarize the changes in accumulated other comprehensive income (loss), net of tax, (in thousands):
|
|
Three Months Ended June 30, 2026 |
|
|||||||||||||
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities, Net |
|
|
Net Actuarial Gain (Loss) on Pension Benefit Plans |
|
|
Currency Translation Adjustments |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at March 31, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Reclassifications from accumulated |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at June 30, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities, Net |
|
|
Net Actuarial Gain (Loss) on Pension Benefit Plans |
|
|
Currency Translation Adjustments |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at March 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Reclassifications from accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at June 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
Six Months Ended June 30, 2026 |
|
|||||||||||||
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities, Net |
|
|
Net Actuarial Gain (Loss) on Pension Benefit Plans |
|
|
Currency Translation Adjustments |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Reclassifications from accumulated |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at June 30, 2026 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities, Net |
|
|
Net Actuarial Gain (Loss) on Pension Benefit Plans |
|
|
Currency Translation Adjustments |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
||||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Reclassifications from accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at June 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
28
12. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become subject to litigation and other legal or administrative proceedings arising in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters with respect to which losses are probable and can be reasonably estimated. If the loss is not probable or the amount of loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to its pending litigation and revises its estimates when additional information becomes available. While it is not possible to predict the outcome of any such matter, based on its assessment of the facts and circumstances, the Company does not believe that any such matter, individually or in the aggregate, will have a material adverse effect on its balance sheet, results of operations or cash flows in a future period, and there were no legal proceedings pending other than those for which we have determined that the possibility of a material outflow is remote.
Warranties
The Company’s commercial services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s documentation under normal use and circumstances.
The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe third-party intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements.
Indemnities
In the ordinary course of business, the Company may provide indemnities of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company or intellectual property infringement claims made by third parties. While the Company’s future obligations under certain of these agreements may contain limitations on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under such indemnities have not had a material effect on the Company’s business, financial condition, results of operations or cash flows. The Company records a liability for its indemnification obligations when probable and estimable. Indemnity liabilities were not material as of June 30, 2026 and 2025.
Contingent Purchase Obligations
The Company has contingent obligations to purchase an aggregate of $
13. WARRANTS
Prefunded and Private Warrants
In October 2025, the Company issued
In July 2025, the Company issued
29
Public Warrants
In September 2021, the Company assumed
Warrants Held by a Customer
In November 2019, contemporaneously with a revenue arrangement, the Company entered into a contract, pursuant to which the Company agreed to issue warrants to a customer (the “Warrant Shares”), subject to certain vesting events. In August 2020,
14. EQUITY OFFERINGS
On October 10, 2025, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC providing for the offer and sale of
On July 7, 2025, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC providing for the offer and sale of
In February 2025, in connection with the commencement of an “at the market” offering program, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents (the “Sales Agents”), pursuant to which the Company could offer and sell, from time to time, through or to the Sales Agents, shares of the Company’s common stock having an aggregate gross offering price of up to $
15. REVENUE
Disaggregated Revenue
The Company’s revenue disaggregated by revenue source is as follows (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Quantum hardware |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Platform, consulting and support services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
30
The Company’s revenue disaggregated by customer location is as follows (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Switzerland |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Korea |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other international |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Remaining Performance Obligations
As of June 30, 2026, approximately $
Unearned Revenue
Contract liabilities consist of unearned revenue and represent cash payments received or contracted billings recorded for which the performance obligations were not satisfied as of the end of the period. The change in unearned revenue for the six months ended June 30, 2026, primarily relates to such cash payments received or contracted billings recorded, as well as the addition of unearned revenue through acquisitions, partially offset by revenue recognized. The Company recognized revenue of $
16. STOCK-BASED COMPENSATION
Stock Options
The stock option activity is summarized in the following table:
|
|
Number of |
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
Granted |
|
|
|
|
Exercised |
|
|
( |
) |
Cancelled/Forfeited |
|
|
( |
) |
Outstanding as of June 30, 2026 |
|
|
|
|
Exercisable as of June 30, 2026 |
|
|
|
|
Exercisable and expected to vest as of June 30, 2026 |
|
|
|
|
Restricted Stock Units
The restricted stock unit (“RSU”) activity is summarized in the following table:
|
|
Number of |
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
Granted |
|
|
|
|
Vested |
|
|
( |
) |
Forfeited |
|
|
( |
) |
Outstanding as of June 30, 2026 |
|
|
|
|
Expected to vest after June 30, 2026 |
|
|
|
|
31
During the six months ended June 30, 2026 and 2025, the Company released
Performance-Based Restricted Stock Units
The performance-based restricted stock unit (“PSU”) activity is summarized in the following table:
|
|
Number of |
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
Granted |
|
|
|
|
Performance adjustments |
|
|
|
|
Vested |
|
|
( |
) |
Forfeited |
|
|
( |
) |
Outstanding as of June 30, 2026 |
|
|
|
|
Expected to vest after June 30, 2026(1) |
|
|
|
|
As of June 30, 2026, there were
Restricted Stock
The restricted stock activity is summarized in the following table:
|
|
Number of |
|
|
Outstanding as of December 31, 2025 |
|
|
|
|
Granted(1) |
|
|
|
|
Vested |
|
|
( |
) |
Cancelled/Forfeited |
|
|
( |
) |
Outstanding as of June 30, 2026 |
|
|
|
|
Expected to vest after June 30, 2026 |
|
|
|
|
Stock-Based Compensation Expense
Total stock-based compensation expense for RSUs, PSUs, restricted stock, and stock option awards which are included in the condensed consolidated financial statements, is as follows (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation, net of amounts capitalized |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capitalized stock-based compensation—Property and equipment, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
32
Unrecognized Stock-Based Compensation
A summary of the Company’s remaining unrecognized compensation expense and the weighted-average remaining amortization period as of June 30, 2026, related to its non-vested RSUs, PSUs, restricted stock, and stock option awards is presented below (in millions, except time period amounts):
|
|
Unrecognized |
|
|
Weighted- |
|
||
Restricted stock units |
|
$ |
|
|
|
|
||
Performance-based restricted stock units |
|
|
|
|
|
|
||
Restricted stock |
|
|
|
|
|
|
||
Stock options |
|
|
|
|
|
|
||
17. INCOME TAXES
For the three months ended June 30, 2026, the Company recognized an income tax benefit of $
For the six months ended June 30, 2026, the Company recognized an income tax benefit of $
As of June 30, 2026 and December 31, 2025, the Company maintains a valuation allowance against the majority of its U.S. and Swiss deferred tax assets.
33
18. NET INCOME (LOSS) PER SHARE
The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except share and per share amounts):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Basic net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Net income (loss) attributable to |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) attributable to IonQ, |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Net income (loss) attributable to |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) attributable to IonQ, |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Add: Dilutive impact of potential common |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The following table is a summary of the weighted average common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net income (loss) per common share. Common stock equivalents contingent upon the satisfaction of certain conditions are included in the following table to the extent the shares would be issuable if the end of the period was the end of the contingency period and based on the actual achievement of performance metrics through the end of the period.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Common stock options outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrants to purchase common stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested performance-based restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unvested early exercised stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
34
19. LEASES
The Company has operating leases for its facilities. As of June 30, 2026 and December 31, 2025, the Company’s weighted-average remaining lease term was
The components of lease cost were as follows (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating lease cost(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Supplemental cash flow and other information related to operating leases was as follows (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cash payments (receipts) included in the |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of June 30, 2026, maturities of operating lease liabilities are as follows (in thousands):
|
|
Amount |
|
|
Year Ending December 31, |
|
|
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
$ |
|
|
Less: imputed interest |
|
|
( |
) |
Less: lease incentives |
|
|
( |
) |
Present value of operating lease liabilities |
|
$ |
|
|
20. SEGMENT INFORMATION
The Company operates as
35
The following table presents revenue, significant expenses, and segment profit and loss (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating costs and expenses excluding stock-based |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue (excluding depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment items: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain) loss on change in fair value of warrant liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other (income) expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax (benefit) expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
21. SUBSEQUENT EVENTS
On
36
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believes,” “expects,” “intends,” “estimates,” “projects,” “anticipates,” “will,” “plan,” “may,” “should,” “could,” or similar language are intended to identify forward-looking statements.
It is routine for our internal projections and expectations to change throughout the year, and any forward-looking statements based upon these projections or expectations may change prior to the end of the next quarter or year. Readers of this Quarterly Report on Form 10-Q are cautioned not to place undue reliance on any such forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Risks and uncertainties are identified under “Risk Factors” in Part II, Item 1A herein and in our other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements included herein are made only as of the date hereof. Unless otherwise required by law, we do not undertake, and specifically disclaim, any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise after the date of such statement.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements and related notes for the year ended December 31, 2025, filed with the SEC on February 25, 2026.
Overview
We are developing quantum computers designed to solve some of the world’s most complex problems and transform business, society and the planet for the better. We believe that our proprietary technology, our architecture and the technology exclusively available to us through license agreements will offer us advantages both in research and development and in the commercial value of our product offerings.
Today, we sell specialized quantum computing hardware, together with complementary products and services, such as quantum networking, quantum sensing and quantum security products and associated maintenance and support. We also sell access to several quantum computers of various qubit capacities and are in the process of researching and developing technologies for quantum computers with increasing computational capabilities. We currently make access to our quantum computers available through three major cloud platforms, Amazon Web Services’, or AWS’s, Braket, Microsoft’s Azure Quantum and Google’s Cloud Marketplace, and also to select customers via our own cloud service. This cloud-based approach enables the broad availability of quantum-computing-as-a-service, or QCaaS.
We supplement our offerings with professional services focused on assisting our customers in applying quantum computing and our quantum networking, quantum sensing and quantum security solutions to their businesses. We also sell full quantum computing systems to customers, either over the cloud or on premises. Additionally, through a network of satellites, we offer data-as-a-service products to customers, including synthetic-aperture radar imaging, and through combining our satellite platform with our quantum sensing products, we intend to offer advanced quantum positioning, navigation and timing services in the future.
We are still in the early stages of commercial growth. Since our inception we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend heavily on the successful development and further commercialization of our quantum computing systems and networks. Our losses from operations were $608.8 million and $236.3 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of $2,256.5 million. We expect to continue to incur significant losses for the foreseeable future as we prioritize reaching the technical milestones necessary to achieve an increasingly higher number of stable qubits and higher levels of fidelity than presently exists—prerequisites for quantum computing to reach broad quantum advantage.
From time to time, we have acquired or invested in complementary businesses, and intend to continue to consider making such acquisitions and investments. For more information on recent acquisitions and investments and their impact on our business, refer to
37
Note 3, Business Combinations and Note 5, Fair Value Measurements in the notes to our condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q.
On July 31, 2026, we completed our previously-announced acquisition of SkyWater Technology, Inc. (“SkyWater”), a U.S.-based semiconductor foundry. We believe the acquisition will advance our quantum computing technology roadmap by providing access to SkyWater’s U.S.-based semiconductor foundry capabilities, advanced packaging expertise and Technology as a Service platform.
Impact of the Macroeconomic Climate on Our Business
Inflationary factors, interest rates and overhead costs may adversely affect our operating results. High interest and inflation rates also present a challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. These inflationary effects may be exacerbated by new tariffs and evolving trade policy. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the future on our operating costs, including due to supply chain constraints, consequences associated with bank failures, trade wars and the effect of recently heightened, scheduled, and threatened tariffs by the U.S. or its trading partners, geopolitical tensions in and around Ukraine, Israel and other areas of the world, and employee availability and wage increases, which may result in additional stress on our working capital resources.
Key Components of Results of Operations
Revenue
We derive revenue from the design, development, construction and sale of quantum ecosystem hardware together with related maintenance and support, from providing access to our quantum-computing-as-a-service (“QCaaS” services), from consulting services related to co-developing algorithms and other services related to our quantum products, and from providing satellite imagery and data from our constellation of satellites through our online platform. We apply the provisions of the FASB Accounting Standards Update (“ASU”), Revenue from Contracts with Customers (“ASC 606”), and all related applicable guidance. The core principle of ASC 606 is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
To support this core principle, we apply the following five step approach:
Certain of our contracts contain multiple promised goods and services, most commonly in contracts for the sale of quantum computers, together with related on-site maintenance and support, technical training, consulting services, and QCaaS. We evaluate the promised goods and services in each contract to determine whether they are distinct performance obligations based on whether the customer can benefit from the good or service on its own or together with other readily available resources and whether the promise is separately identifiable from other promises in the contract. Consistent with the guidance in ASC 606, in identifying performance obligations, we consider the nature of the promised goods and services, the degree of integration between promises, whether any good or service significantly modifies or customizes another promised good or service, or whether the goods and services are highly interdependent or interrelated. In these arrangements, revenue related to the sale of quantum computers is recognized over time, based on when control transfers to the customer. Consistent with ASC 606, revenue related to the other performance obligations, such as maintenance, is recognized over time on a straight line basis over the contractual service periods, consistent with the stand ready nature of these obligations. Fees are generally billed over the course of the arrangement based on an agreed upon billing schedule, and may have terms that are considered variable consideration, as well as financing components.
The transaction price represents the amount of consideration we expect to be entitled to in exchange for transferring the promised goods or services to the customer, including estimates of variable consideration. We estimate variable consideration using either the expected value or most likely amount method, depending on the nature of the arrangement, and includes such amounts in the transaction price only to the extent it is probable that a significant revenue reversal will not occur. We apply judgment and take into
38
account historical experience, contractual terms, and expected customer behavior to best predict the amount of consideration to which it expects to be entitled under these contracts.
When there are multiple performance obligations in a contract, we allocate the transaction price to each performance obligation based on relative standalone selling prices. We determine standalone selling price based on the observable price of a product or service when we sell the products or services separately in similar circumstances and to similar customers. Certain products and services have limited or no history of being sold on a standalone basis, requiring us to estimate the standalone selling price. We estimate the standalone selling price based on other contracts for similar products and services adjusted for differing terms than the contract being evaluated, as well as internal pricing guidelines and market factors. In addition, we take into consideration the estimated costs to be incurred to satisfy the performance obligation plus an appropriate profit margin.
Performance obligations are satisfied over time if the customer receives the benefits as we perform the work, if the customer controls the asset as it is being produced (continuous transfer of control), or if the product being produced for the customer has no alternative use and we have a contractual right to payment for performance to date. For performance obligations related to specialized quantum hardware and consulting services as well as customer solutions for specialized satellite development capabilities, revenue is recognized over time based on the efforts incurred to date relative to the total expected effort, primarily based on a cost-to-cost input measure. We apply judgment to determine a reasonable method to measure progress and to estimate total expected effort. Factors considered in these estimates include our historical performance, the availability, productivity and cost of labor, the nature and complexity of work to be performed, the effect of change orders, availability and cost of materials, and the effect of any delays in performance. We believe that the cost-to-cost input method faithfully depicts our performance in transferring control of the related goods and services because costs incurred are directly correlated with our efforts to satisfy the performance obligation. For performance obligations related to certain quantum networking and sensing products and related services, revenue is recognized at the point in time when control passes to the customer, which is generally at the shipping point based on customary incoterms, or upon completion of the required services.
We have determined that our QCaaS contracts represent a combined, stand-ready performance obligation to provide access to our quantum computing systems. Additionally, we have determined that our contracts to provide satellite imagery and data also represent a stand-ready performance obligation. The transaction price generally consists of a fixed fee for a minimum volume of usage to be made available over a defined period of access. Fixed fee arrangements may also include a variable component whereby customers pay an amount for usage over contractual minimums contained in the contracts. For performance obligations related to providing QCaaS access, fixed fees are recognized on a straight-line basis over the access period. Variable usage fees are recognized in the period they occur.
We may enter into multiple contracts with a single counterparty at or near the same time. We will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated as a package with a single commercial objective; (ii) consideration to be paid in one contract depends on the price or performance of the other contract; and (iii) goods or services promised are a single performance obligation.
Consideration payable to a customer includes cash amounts that an entity pays, or expects to pay, to the customer, or equity instruments granted to a customer in connection with selling goods or services. For arrangements that contain consideration payable to a customer, we use judgment in determining whether such payments are a reduction of the transaction price or a payment to the customer for a distinct good or service. Where we conclude that such payments are in exchange for a distinct good or service, we account for the transaction as a purchase of that good or service, provided the amount does not exceed the fair value of the distinct good or service received.
Certain of our arrangements include provisions that allow customers to sell QCaaS access to us for fixed amounts paid over time. We have determined that the QCaaS purchased from customers is distinct from the goods or services that we have promised to our customers because the customer can benefit from the computer without selling QCaaS to us and we can satisfy our obligation to sell the computer independent from our contingent obligation to purchase QCaaS. To the extent a customer sells QCaaS to us, we recognize the cost of purchases ratably as expense over the term of the access.
The majority of revenue was recognized based on transfer of service over time. In arrangements with cloud service providers, the cloud service provider is considered the customer and we do not have any contractual relationships with the cloud service providers’ end users. For these arrangements, revenue is recognized at the amount charged to the cloud service provider and does not reflect any mark-up to the end user.
The fees associated with the QCaaS and satellite imagery and data contracts are generally billed a month in arrears. Customers also have the ability to make advance payments. Advance payments are recorded as a contract liability until services are delivered or
39
obligations are met and revenue is earned. Contract liabilities to be recognized in the succeeding 12-month period are classified as current and the remaining amounts are classified as non-current liabilities in our condensed consolidated balance sheets.
Operating Costs and Expenses
Cost of revenue
Cost of revenue primarily consists of expenses related to the delivery of our quantum hardware products and delivery of our services, including personnel-related expenses, hardware costs, allocated overhead costs for customer facing functions, and costs associated with maintaining the Company’s in-service quantum computing systems and satellites to ensure proper calibration as well as costs incurred for maintaining the cloud on which the Company delivers its services. Personnel-related expenses include salaries, benefits, and stock-based compensation. Cost of revenue excludes depreciation and amortization.
Research and development
Research and development expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated overhead costs for our research and development functions. Research and development is attributable to the advancing technology research, platform and infrastructure development, and the research and development of new product iterations, including quantum products and satellites. Design and development efforts continue throughout the useful life of our quantum computing systems and satellites to ensure proper calibration and optimal functionality. Research and development expenses also include purchased hardware and software costs for research purposes that are not probable of providing a future economic benefit and have no alternate future use as well as costs associated with third-party research and development arrangements.
Sales and marketing
Sales and marketing expenses consist of personnel-related expenses, including salaries, commissions, benefits and stock-based compensation, costs for direct advertising, marketing and promotional expenditures and allocated overhead costs for our sales and marketing functions. We expect to continue to make the necessary sales and marketing investments to enable us to increase our market penetration and expand our customer base.
General and administrative
General and administrative expenses consist of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated overhead costs for our corporate, executive, finance, and other administrative functions. General and administrative expenses also include expenses for outside professional services, including legal, auditing and accounting services, recruitment expenses, information technology, travel expenses, certain non-income taxes, insurance, changes in fair value of contingent consideration, and other administrative expenses. We expect our general and administrative expenses to increase for the foreseeable future as we scale our support functions with the growth of our business.
Depreciation and amortization
Depreciation and amortization expense results from depreciation and amortization of our property and equipment, including our quantum computing systems and satellites, and intangible assets that are recognized over their estimated lives.
Nonoperating Costs and Expenses
Gain (loss) on change in fair value of warrant liabilities
The gain (loss) on change in fair value of warrant liabilities consists of mark-to-market fair value adjustments recorded associated with the public warrants and Series A and Series B prefunded and private warrants.
Interest income, net
Interest income, net primarily consists of income earned on our money market funds and other available-for-sale investments.
Other income (expense), net
Other income (expense), net consists of gains and losses that arise from changes in fair value of investments, fluctuations in foreign currency exchange rates, and certain other nonoperating expenses.
40
Income tax benefit (expense)
Income tax benefit (expense) consists of income tax benefits related to deferred taxes and income tax benefit (expense) related to foreign jurisdictions in which we conduct business, as well as impacts on our valuation allowances as a result of acquisitions.
Results of Operations
The following table sets forth our condensed consolidated statements of operations for the periods indicated:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Revenue |
|
$ |
80,050 |
|
|
$ |
20,694 |
|
|
$ |
144,718 |
|
|
$ |
28,260 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue (excluding depreciation and amortization)(1) |
|
|
60,110 |
|
|
|
8,327 |
|
|
|
109,364 |
|
|
|
12,642 |
|
Research and development(1) |
|
|
160,627 |
|
|
|
103,359 |
|
|
|
286,367 |
|
|
|
143,312 |
|
Sales and marketing(1) |
|
|
32,895 |
|
|
|
10,877 |
|
|
|
62,331 |
|
|
|
19,487 |
|
General and administrative(1) |
|
|
117,574 |
|
|
|
48,107 |
|
|
|
206,190 |
|
|
|
71,913 |
|
Depreciation and amortization |
|
|
46,087 |
|
|
|
10,616 |
|
|
|
89,216 |
|
|
|
17,177 |
|
Total operating costs and expenses |
|
|
417,293 |
|
|
|
181,286 |
|
|
|
753,468 |
|
|
|
264,531 |
|
Loss from operations |
|
|
(337,243 |
) |
|
|
(160,592 |
) |
|
|
(608,750 |
) |
|
|
(236,271 |
) |
Gain (loss) on change in fair value of warrant liabilities |
|
|
(1,649,115 |
) |
|
|
(39,577 |
) |
|
|
(591,487 |
) |
|
|
(1,083 |
) |
Interest income, net |
|
|
31,979 |
|
|
|
7,138 |
|
|
|
60,213 |
|
|
|
12,032 |
|
Other income (expense), net |
|
|
79,712 |
|
|
|
232 |
|
|
|
63,585 |
|
|
|
283 |
|
Income (loss) before income tax expense |
|
|
(1,874,667 |
) |
|
|
(192,799 |
) |
|
|
(1,076,439 |
) |
|
|
(225,039 |
) |
Income tax benefit (expense) |
|
|
6,067 |
|
|
|
15,269 |
|
|
|
12,449 |
|
|
|
15,257 |
|
Net income (loss) |
|
$ |
(1,868,600 |
) |
|
$ |
(177,530 |
) |
|
$ |
(1,063,990 |
) |
|
$ |
(209,782 |
) |
Net income (loss) attributable to noncontrolling interests |
|
|
(858 |
) |
|
|
(692 |
) |
|
|
(1,608 |
) |
|
|
(692 |
) |
Net income (loss) attributable to IonQ, Inc. |
|
$ |
(1,867,742 |
) |
|
$ |
(176,838 |
) |
|
$ |
(1,062,382 |
) |
|
$ |
(209,090 |
) |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Cost of revenue |
|
$ |
15,297 |
|
|
$ |
1,815 |
|
|
$ |
32,112 |
|
|
$ |
2,878 |
|
Research and development |
|
|
63,618 |
|
|
|
76,234 |
|
|
|
116,319 |
|
|
|
93,626 |
|
Sales and marketing |
|
|
15,880 |
|
|
|
5,572 |
|
|
|
30,542 |
|
|
|
9,928 |
|
General and administrative |
|
|
47,050 |
|
|
|
15,547 |
|
|
|
91,389 |
|
|
|
25,989 |
|
Comparison of the Three Months Ended June 30, 2026 and 2025
Revenue
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Revenue |
|
$ |
80,050 |
|
|
$ |
20,694 |
|
|
$ |
59,356 |
|
|
|
287 |
% |
Revenue increased by $59.4 million, or 287%, to $80.1 million for the three months ended June 30, 2026, from $20.7 million for the three months ended June 30, 2025. The increase was primarily driven by progress on our arrangements to build specialized quantum computing hardware, as well as increased revenue as a result of acquisitions.
41
Cost of revenue
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Cost of revenue (excluding depreciation and amortization) |
|
$ |
60,110 |
|
|
$ |
8,327 |
|
|
$ |
51,783 |
|
|
|
622 |
% |
Cost of revenue increased by $51.8 million, or 622%, to $60.1 million for the three months ended June 30, 2026, from $8.3 million for the three months ended June 30, 2025. The increase was driven primarily by an increase in labor costs to service contracts for the three months ended June 30, 2026, as well as an increase in materials costs related to quantum products.
Research and development
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Research and development |
|
$ |
160,627 |
|
|
$ |
103,359 |
|
|
$ |
57,268 |
|
|
|
55 |
% |
Research and development expense increased by $57.3 million, or 55%, to $160.6 million for the three months ended June 30, 2026, from $103.4 million for the three months ended June 30, 2025. The increase was primarily driven by an increase of $62.9 million in payroll-related expenses, including an increase in stock-based compensation of $43.6 million, as a result of increased headcount and new equity grants, offset by a decrease of $54.6 million in one-time stock-based compensation costs incurred in the three months ended June 30, 2025. The remaining increase is primarily due to an increase of $40.3 million in materials, supplies and equipment costs and an increase in costs to support research and development initiatives, including an increase of $8.1 million in professional services and other allocated support costs.
Sales and marketing
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Sales and marketing |
|
$ |
32,895 |
|
|
$ |
10,877 |
|
|
$ |
22,018 |
|
|
|
202 |
% |
Sales and marketing expense increased by $22.0 million, or 202%, to $32.9 million for the three months ended June 30, 2026, from $10.9 million for the three months ended June 30, 2025. The increase was primarily driven by an increase of $18.0 million of payroll-related expenses, including an increase in stock-based compensation of $10.6 million, as a result of increased headcount and new equity grants, as well as increased costs to promote our products and services and other marketing initiatives.
General and administrative
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
General and administrative |
|
$ |
117,574 |
|
|
$ |
48,107 |
|
|
$ |
69,467 |
|
|
|
144 |
% |
General and administrative expenses increased by $69.5 million, or 144%, to $117.6 million for the three months ended June 30, 2026, from $48.1 million for the three months ended June 30, 2025. The increase was primarily driven by an increase of $44.5 million of payroll-related expenses, including an increase in stock-based compensation of $32.3 million, as a result of increased headcount and new equity grants. The remaining increase is primarily due to an increase of $12.2 million in professional service fees and allocated overhead costs.
42
Depreciation and amortization
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Depreciation and amortization |
|
$ |
46,087 |
|
|
$ |
10,616 |
|
|
$ |
35,471 |
|
|
|
334 |
% |
Depreciation and amortization expenses increased by $35.5 million, or 334%, to $46.1 million for the three months ended June 30, 2026, from $10.6 million for the three months ended June 30, 2025. The increase was primarily driven by an increase of $26.8 million in amortization expense associated with acquired intangible assets, and an increase of $6.1 million in depreciation expense associated with capitalized satellites.
Gain (loss) on change in fair value of warrant liabilities
|
|
Three Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Gain (loss) on change in fair value of warrant liabilities |
|
$ |
(1,649,115 |
) |
|
$ |
(39,577 |
) |
|
$ |
(1,609,538 |
) |
|
NM |
NM—Not Meaningful
The change in the fair value of the warrant liabilities was primarily due to the mark-to-market loss recognized on the Series A and Series B warrants, driven by changes in our stock price.
Interest income, net
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Interest income, net |
|
$ |
31,979 |
|
|
$ |
7,138 |
|
|
$ |
24,841 |
|
|
|
348 |
% |
Interest income, net increased by $24.8 million, or 348%, to $32.0 million for the three months ended June 30, 2026, from $7.1 million for the three months ended June 30, 2025. The increase was primarily driven by an increase in the available-for-sale investments balance.
Other income (expense), net
|
|
Three Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Other income (expense), net |
|
$ |
79,712 |
|
|
$ |
232 |
|
|
$ |
79,480 |
|
|
NM |
NM—Not Meaningful
Other income (expense), net increased by $79.5 million to $79.7 million for the three months ended June 30, 2026, from less than $0.2 million for the three months ended June 30, 2025. The increase was primarily driven by changes in fair value of strategic investments.
Income tax benefit (expense)
|
|
Three Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Income tax benefit (expense) |
|
$ |
6,067 |
|
|
$ |
15,269 |
|
|
$ |
(9,202 |
) |
|
|
(60 |
)% |
43
Income tax benefit (expense) decreased by $9.2 million, or 60%, to a benefit of $6.1 million for the three months ended June 30, 2026, from a benefit of $15.3 million for the three months ended June 30, 2025. The decrease was primarily driven by a one-time partial release of U.S. federal and state valuation allowances in the three months ended June 30, 2025. The decrease was partially offset by a tax benefit recognized on foreign operating losses incurred in the three months ended June 30, 2026.
Comparison of the Six Months Ended June 30, 2026 and 2025
Revenue
|
|
Six Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Revenue |
|
$ |
144,718 |
|
|
$ |
28,260 |
|
|
$ |
116,458 |
|
|
|
412 |
% |
Revenue increased by $116.5 million, or 412%, to $144.7 million for the six months ended June 30, 2026, from $28.3 million for the six months ended June 30, 2025. The increase was primarily driven by progress on arrangements to build specialized quantum computing hardware, as well as increased revenue as a result of acquisitions.
Cost of revenue
|
|
Six Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Cost of revenue (excluding depreciation and amortization) |
|
$ |
109,364 |
|
|
$ |
12,642 |
|
|
$ |
96,722 |
|
|
|
765 |
% |
Cost of revenue increased by $96.7 million, or 765%, to $109.4 million for the six months ended June 30, 2026, from $12.6 million for the six months ended June 30, 2025. The increase was driven primarily by an increase in labor costs to service contracts for the six months ended June 30, 2026, as well as an increase materials costs related to quantum products.
Research and development
|
|
Six Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Research and development |
|
$ |
286,367 |
|
|
$ |
143,312 |
|
|
$ |
143,055 |
|
|
|
100 |
% |
Research and development expense increased by $143.1 million, or 100%, to $286.4 million for the six months ended June 30, 2026, from $143.3 million for the six months ended June 30, 2025. The increase was primarily driven by an increase of $116.1 million in payroll-related expenses, including an increase in stock-based compensation of $78.9 million, as a result of increased headcount and new equity grants, offset by a decrease of $54.6 million in one-time stock-based compensation costs incurred in the six months ended June 30, 2025, and $65.2 million increase in materials, supplies and equipment costs. The remaining increase is due to an increase in costs to support research and development initiatives, including a $15.6 million increase in professional service fees and allocated overhead costs.
Sales and marketing
|
|
Six Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Sales and marketing |
|
$ |
62,331 |
|
|
$ |
19,487 |
|
|
$ |
42,844 |
|
|
|
220 |
% |
Sales and marketing expense increased by $42.8 million, or 220%, to $62.3 million for the six months ended June 30, 2026, from $19.5 million for the six months ended June 30, 2025. The increase was primarily driven by an increase of $34.3 million of
44
payroll-related expenses, including an increase in stock-based compensation of $20.9 million, as a result of increased headcount and new equity grants, as well as increased costs to promote our products and services and other marketing initiatives.
General and administrative
|
|
Six Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
General and administrative |
|
$ |
206,190 |
|
|
$ |
71,913 |
|
|
$ |
134,277 |
|
|
|
187 |
% |
General and administrative expenses increased by $134.3 million, or 187%, to $206.2 million for the six months ended June 30, 2026, from $71.9 million for the six months ended June 30, 2025. The increase was primarily driven by an increase of $88.8 million of payroll-related expenses, including an increase in stock-based compensation of $66.2 million, as a result of increased headcount and new equity grants, an increase of $39.0 million in professional service fees and allocated overhead costs, including an increase of $11.0 million in acquisition transaction and integration costs.
Depreciation and amortization
|
|
Six Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Depreciation and amortization |
|
$ |
89,216 |
|
|
$ |
17,177 |
|
|
$ |
72,039 |
|
|
|
419 |
% |
Depreciation and amortization expenses increased by $72.0 million, or 419%, to $89.2 million for the six months ended June 30, 2026, from $17.2 million for the six months ended June 30, 2025. The increase was primarily driven by an increase $56.1 million in amortization expense associated with acquired intangible assets, and an increase of $12.7 million in depreciation expense associated with capitalized satellites and leasehold improvements.
Gain (loss) on change in fair value of warrant liabilities
|
|
Six Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Gain (loss) on change in fair value of warrant liabilities |
|
$ |
(591,487 |
) |
|
$ |
(1,083 |
) |
|
$ |
(590,404 |
) |
|
NM |
NM—Not Meaningful
The change in the fair value of the warrant liabilities was primarily due to the mark-to-market loss recognized for the Series A and Series B warrants, driven by changes in our stock price.
Interest income, net
|
|
Six Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Interest income, net |
|
$ |
60,213 |
|
|
$ |
12,032 |
|
|
$ |
48,181 |
|
|
|
400 |
% |
Interest income, net increased by $48.2 million, or 400%, to $60.2 million for the six months ended June 30, 2026, from $12.0 million for the six months ended June 30, 2025. The increase was primarily driven by an increase in the available-for-sale investments balance.
45
Other income (expense), net
|
|
Six Months Ended |
|
|
$ |
|
|
% |
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|||
|
|
(in thousands) |
|
|
|
|
|
|
||||||
Other income (expense), net |
|
$ |
63,585 |
|
|
$ |
283 |
|
|
$ |
63,302 |
|
|
NM |
NM—Not Meaningful
Other income (expense), net increased by $63.3 million to $63.6 million for the six months ended June 30, 2026, from less than $0.3 million for the six months ended June 30, 2025. The increase was primarily driven by changes in fair value of strategic investments.
Income tax benefit (expense)
|
|
Six Months Ended |
|
|
$ |
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
|
|
(in thousands) |
|
|
|
|
|
|
|
|||||||
Income tax benefit (expense) |
|
$ |
12,449 |
|
|
$ |
15,257 |
|
|
$ |
(2,808 |
) |
|
|
(18 |
)% |
Income tax benefit (expense) decreased by $2.8 million, or 18%, to a benefit of $12.4 million for the six months ended June 30, 2026, from a benefit of $15.3 million for the six months ended June 30, 2025. The decrease was primarily driven by a one-time partial release of U.S. federal and state valuation allowances in the three months ended June 30, 2025. The decrease was partially offset by a tax benefit recognized on foreign operating losses incurred in the six months ended June 30, 2026.
Liquidity and Capital Resources
As of June 30, 2026, we had cash, cash equivalents and available-for-sale securities of $2,959.3 million. Excluded from our available liquidity is $7.6 million of restricted cash, which is primarily recorded in other noncurrent assets in our condensed consolidated balance sheets. We believe that our cash, cash equivalents and investments as of June 30, 2026, will be sufficient to meet our working capital and capital expenditure needs for the next 12 months. We believe we will meet longer term expected future cash requirements and obligations through a combination of available funds from our cash, cash equivalents and investment balances and cash flows from operating activities. However, this determination is based upon internal projections and is subject to changes in market and business conditions. We have incurred significant losses since our inception and as of June 30, 2026, we had an accumulated deficit of $2,256.5 million. During the six months ended June 30, 2026, we incurred a loss from operations of $608.8 million. We expect to incur significant losses and higher operating expenses for the foreseeable future.
On July 31, 2026, we completed our previously-announced acquisition of SkyWater. The acquisition required approximately $1,056.4 million in cash, including $741.3 million related to purchase consideration and approximately $315.1 million related to debt repayment and other transaction costs.
Future Funding Requirements
We expect our principal sources of liquidity will continue to be our cash, cash equivalents and short-term and long-term investments and any additional capital we may obtain through additional equity or debt financings. Our future capital requirements will depend on many factors, including investments in growth and technology. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, and technologies, which may require us to seek additional equity or debt financing.
Our primary uses of cash, cash equivalents, and short-term and long-term investments are to fund our operations as we continue to grow our business and our investing activities, including capital expenditures, potential acquisitions, and strategic investments. We require a significant amount of cash for expenditures as we invest in ongoing research and development and commercialization of our products. Until such time as we can generate significant revenue from commercializing our products and services, if ever, we expect to finance our liquidity needs through our cash, cash equivalents, and short-term and long-term investments, as well as equity or debt financings or other capital sources, including potential collaborations and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. To the extent that we raise
46
additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise funds through collaborations, or other similar arrangements with third parties, we may have to relinquish valuable rights to our quantum computing and networking technology on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our quantum computing and networking development efforts. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and other our other filings with the Securities and Exchange Commission.
Our material contractual commitments as of June 30, 2026, primarily relate to operating lease commitments and certain supplier purchase commitments. As of June 30, 2026, we have total operating lease obligations of $71.1 million, with $12.9 million payable within 12 months, and a remaining short-term supplier purchase commitment related to quantum chip development of approximately $40.9 million. Other than these commitments, cash requirements for the next 12 months are expected to consist primarily of operating expenses and continued investment in our quantum products, as well as the acquisition of SkyWater. The acquisition required approximately $1,056.4 million in cash, including $741.3 million related to purchased consideration and approximately $315.1 million related to debt repayment and other transaction costs.
Cash flows
The following table summarizes our cash flows for the periods indicated:
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net cash provided by (used in) operating activities |
|
$ |
(254,781 |
) |
|
$ |
(85,599 |
) |
Net cash provided by (used in) investing activities |
|
|
442,120 |
|
|
|
(200,977 |
) |
Net cash provided by (used in) financing activities |
|
|
18,917 |
|
|
|
372,857 |
|
Cash flows from operating activities
Our cash flows from operating activities are significantly affected by the growth of our business, primarily related to research and development, sales and marketing, and general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Net cash used in operating activities during the six months ended June 30, 2026, was $254.8 million, resulting primarily from a net loss of $1,064.0 million, adjusted for non-cash activity, primarily related to the loss recorded as a result of mark-to-market activity for our warrants, stock-based compensation, depreciation and amortization, the gain recorded as a result of the change in fair value of our strategic investments, deferred income taxes, and other working capital activities. The increase in net cash used in operations from the prior year period was primarily related to increased compensation costs and costs for materials and supplies to support the production of quantum computing systems and satellites, customer contracts, and other research and development activities.
Net cash used in operating activities during the six months ended June 30, 2025, was $85.6 million, resulting primarily from a net loss of $209.8 million, adjusted for non-cash activity, primarily related to stock-based compensation, depreciation and amortization, deferred income taxes, the loss recorded as a result of mark-to-market activity for our public warrants, and other working capital activities.
Cash flows from investing activities
Net cash provided by investing activities during the six months ended June 30, 2026, was $442.1 million, primarily resulting from maturities and sales of available-for-sale securities, offset by purchases of available-for-sale securities and strategic investments, and cash paid for acquired businesses, net of cash acquired.
Net cash used in investing activities during the six months ended June 30, 2025, was $201.0 million, primarily resulting from purchases of available-for-sale securities, offset by cash received from maturities of available-for-sale securities and from businesses acquired.
47
Cash flows from financing activities
Net cash provided by financing activities during the six months ended June 30, 2026, was $18.9 million, primarily resulting from proceeds from stock options and warrants exercised and tax withholding receipts related to equity awards.
Net cash provided by financing activities during the six months ended June 30, 2025, was $372.9 million, primarily resulting from proceeds from the 2025 ATM Offering Program, stock options exercised, and warrants exercised.
Critical Accounting Estimates
This discussion and analysis of financial condition and results of operations is based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Critical accounting estimates are defined as those reflective of significant judgments, estimates and uncertainties, which may result in materially different results under different assumptions and conditions. Within our Annual Report on Form 10-K, we have disclosed our critical accounting estimates that we believe to have the greatest potential impact on our consolidated financial statements. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
There have been no material changes to our critical accounting estimates from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K.
Recently Issued and Adopted Accounting Standards
See Note 2, Summary of Significant Accounting Policies, in the notes to our condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk related to changes in interest rates and concentration of credit. For a discussion of quantitative and qualitative disclosures about market risk, see Item 7A of Part II of our Annual Report on Form 10-K. No material changes related to our market risks have occurred since December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level.
48
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
49
Item 1. Legal Proceedings.
The information required to be set forth under this heading is incorporated by reference from Note 12, Commitments and Contingencies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors.
Other than as set forth below, there have been no material changes to the risk factors previously disclosed in Item 1A “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider those risk factors, which could materially and adversely affect our business, financial condition and results of operations. Those risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition and results of operations.
We may not achieve the intended benefits of the SkyWater Acquisition, and it could disrupt our current plans or operations.
There can be no assurance that we will be able to successfully integrate SkyWater’s business or assets or otherwise realize the expected benefits of the SkyWater Acquisition. Integration may be particularly challenging as we are entering into a line of business with which we have no prior experience. Additionally, the SkyWater business operates in a difficult legal, regulatory and competitive environment. We may find that we do not have adequate operations or expertise to manage the new business. Difficulties in integrating SkyWater into our business may result in our performing differently than expected or in operational challenges or in the failure to realize anticipated benefits in the expected time frame or at all. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration or delays associated with the acquisition.
The market price of our common stock after the SkyWater Acquisition may be affected by factors different from those affecting the price of our common stock before the SkyWater Acquisition.
As our pre-acquisition business and that of SkyWater are different, the results of operations as well as the price of our common stock may in the future be affected by factors different from those factors affecting us previously. We may face additional risks and uncertainties that we may not have been exposed to before the SkyWater Acquisition.
In addition, the market price of our common stock may decline as a result of the SkyWater Acquisition if, among other things, we are unable to achieve the expected benefits of the SkyWater Acquisition. Our price also may decline if we do not achieve the perceived benefits of the SkyWater Acquisition as rapidly or to the extent anticipated by us or by financial or industry analysts or if the effect of the SkyWater Acquisition on our financial position, results of operations or cash flows is not consistent with such expectations.
The completion of the SkyWater Acquisition may result in a loss of customers, distributors, suppliers, vendors, landlords and other business partners and may result in the termination of existing contracts.
Some of our or SkyWater’s customers, distributors, suppliers, vendors, landlords and other business partners may terminate or scale back their current or prospective business relationships as a result of the SkyWater Acquisition. Some customers may not wish to source a larger percentage of their needs from a single company. If relationships with customers, distributors, suppliers, vendors, landlords and other business partners are adversely affected by the SkyWater Acquisition, or if we lose the benefits of SkyWater’s contracts, our business and financial performance could suffer.
If any of the semiconductor foundries that we acquired in the SkyWater Acquisition are damaged or become inoperable, we would be unable to develop or produce wafers in a timely manner, if at all, and our business would be materially adversely affected.
The SkyWater business performs its manufacturing and design services at its foundry facilities in Bloomington, Minnesota, Kissimmee, Florida and Austin, Texas. Its foundry operations and the equipment it uses to manufacture wafers would be costly to replace and could require substantial lead time to repair or replace. The foundry facilities or equipment may be harmed or rendered inoperable by physical damage from fire, floods, tornadoes, hurricanes, power loss, telecommunications or mechanical failures, break-ins and similar events, which may render it difficult or impossible for it to produce or test products for a considerable period of time. If
50
any of the foregoing events occur, we may incur significant additional costs including, among other things, loss of profits due to unplanned temporary or permanent shutdowns of those foundries, cleanup costs, liability for damages or injuries and legal, repair and reconstruction expenses, which would harm our results of operations and financial condition. In addition, because any substitute facility must hold any required licensures or certifications, we may be limited in our ability to rely on a third party to perform interim design and manufacturing services or testing processes. We cannot provide any assurance that we would be able to find another semiconductor foundry that is capable or willing to design and produce wafers in compliance with applicable specifications, or that such a substitute foundry would be willing to produce wafers for us on commercially reasonable terms. A substitute foundry may not have rights to intellectual property of others that is necessary to design, manufacture, and test products for us, and we may not be permitted to extend our license rights to a substitute foundry. Any unexpected constraint on our foundries’ ability to design, manufacture or test products could result in the loss of customers or harm to our reputation, any of which would have a material adverse effect on our business.
If the SkyWater business does not achieve satisfactory yields or quality, our reputation and customer relationships could be harmed.
The fabrication of wafers is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields and, in some cases, cause production to be suspended. Our foundries could, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the use of defective or contaminated materials could result in lower than anticipated production yields or unacceptable performance of our wafers. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time-consuming and expensive to correct. We also may experience manufacturing problems in achieving acceptable yields as a result of, among other things, transferring production to other facilities, upgrading or expanding existing facilities, or changing our process technologies. Poor production or defects, integration issues, or other performance problems in our solutions could significantly harm our customer relationships and financial results and give rise to financial or other damages to our customers.
Our customers may cancel their orders, change production quantities or delay production, and if we fail to forecast demand accurately, we may incur supply shortages or lose revenue.
The SkyWater business generally does not obtain firm long-term purchase commitments from our customers. Because production lead times often exceed the amount of time required to fulfill orders, it often must build its products in advance of orders, relying on an imperfect demand forecast. Such forecast accuracy can be adversely affected by a number of factors, including inaccurate forecasting by our customers, changes in market conditions and demand for our customers’ products. Even after an order is received, our customers may cancel these orders or request a decrease in production quantities. Any such cancellation or decrease could cause projected sales to fail to materialize on schedule or at all, resulting in revenue shortfalls and excess manufacturing capacity, while underestimating demand could result in insufficient inventory. Either outcome could lead to insufficient, excess or obsolete inventory, which could harm our operating results, cash flow and financial condition, as well as our relationships with our customers.
A material decrease in demand for products that contain semiconductors may decrease the demand for the services and products produced by the SkyWater business, and a decrease in the selling prices of our customers’ products may significantly affect our business, financial results and financial position.
The customers of the SkyWater business generally use the semiconductors produced in its fabrication facilities in a wide variety of applications. Any significant decrease in the demand for end-market devices or products may decrease the demand for its services and products. In addition, if the average selling prices of end-market devices or products decline significantly, we may be pressured to reduce its selling prices, which may reduce our revenues and margins significantly. As demonstrated in the past by downturns in demand for high technology products, market conditions can change rapidly, without warning or advance notice. In such instances, our customers may experience inventory buildup or difficulties in selling their products and, in turn, may reduce or cancel orders for wafers from us, which may harm our business and profitability. The timing, severity and recovery of these downturns cannot be predicted. In order for demand for our wafer fabrication services to increase, the markets for the end products utilizing the integrated circuits that we manufacture must develop and expand. Because our services may be used in many new applications, it is difficult to forecast demand. Lower-than-expected demand may adversely affect our financial results and financial position.
The SkyWater business has finite production capacity and limited redundancy in its manufacturing tooling and infrastructure, and the loss of that capacity could cause us to lose customers and revenue.
To the extent customer demand for the foundry services of the SkyWater business exceeds its capacity and manufacturing capabilities, or if its foundries become incapable of manufacturing products because of tooling or infrastructure equipment failure or other causes, we may be unable to fulfill customer demand, assure production of next-generation products or otherwise meet
51
production requirements in a timely manner or at all. Because that business currently has limited or no redundancy in certain manufacturing tooling and infrastructure equipment, we would have no alternative means of production until capability is restored or an alternative facility is developed. While we carry business interruption insurance, it does not cover all possible situations, including loss of opportunity or damage to customer relationships resulting from an inability to produce products, and any resulting loss of customers or revenue could adversely affect our business, profitability and financial results.
The costs incurred by us to provide development services and manufacture wafers may be higher than anticipated, which could hurt our ability to earn a profit.
We may incur substantial cost overruns in the Advanced Technology Services and Wafer Services businesses that we acquired from SkyWater. In particular, pricing for Wafer Services is typically based on a fixed price per wafer which accounts for electrical yield and mechanical scrap, in addition to the associated manufacturing and overhead costs. If, despite our process controls currently in place, the wafer fabrication process shifts, it may cause electrical or performance yield loss. Wafer fabrication is also especially susceptible to interruptions caused by process tooling errors or facility support interruptions such as power loss, leading to the potential for scrap. In our Advanced Technology Services business, many customers contract with us on a consumption basis, but some contract with us on a firm fixed price basis where milestone attainment is required for payment. If the milestone scope is unexpectedly difficult, we may be required to continue expending effort and funds to achieve the milestone, which may delay revenue and increase costs.
The SkyWater business operates in the highly cyclical semiconductor industry, which is subject to significant downturns that may negatively impact our results of operations.
The semiconductor industry is highly cyclical and is characterized by rapid technological change, price erosion, wide fluctuations in supply and demand, evolving technical standards and short product life-cycles for semiconductors and the end users, and has historically experienced significant downturns tied to changes in general economic conditions. We may experience renewed, and possibly more severe or prolonged, industry downturns in the future. We base our planned operating expenses in part on our expectations of future revenue, and a significant portion of our expenses is relatively fixed in the short term. If an industry downturn or other unforeseen event causes revenue for a particular quarter to be lower than we initially expected, we likely will be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results.
The SkyWater business sales cycles are long and unpredictable, and our sales efforts require considerable time and expense, which could adversely affect our results of operations.
Sales of the products produced by the SkyWater business typically require lengthy sales cycles as customers can be complex and require us to educate our clients about our technical capabilities and the use and benefits of our services. Customers typically undertake a significant evaluation and acceptance process, and their decisions frequently are influenced by budgetary constraints, technology evaluations, multiple approvals and unplanned administrative, processing and other delays. We spend substantial time and resources on these sales efforts without assurance that they will generate long-term contracts, and if we do not realize the sales we expect, our revenue and results of operations could be adversely affected.
Certain of our purchase orders are cancellable until shortly before the start of production, and our lack of significant backlog in the business that we acquired from SkyWater makes it difficult for us to forecast our revenues and margins from that business in future periods and may cause actual revenue and results to fall short of expectations.
Purchase orders for the SkyWater business are often cancellable until shortly before production begins, and that business does not typically operate with significant backlog, which makes it difficult to forecast future revenues and margins. Because expense levels are based in part on expected future revenues, we may be unable to timely adjust costs to offset shortfalls caused by order cancellations, rescheduling or lower-than-forecasted orders. As a result, our backlog may not reliably indicate future revenues, and our revenue and margin forecasts, targets and guidance may fall short of expectations.
We may manufacture wafers based on forecasted demand, and if our forecasted demand exceeds actual demand, we may accumulate obsolete inventory, which may have a negative impact on our financial results.
We target manufacturing wafers to match each customer’s purchase order, but on occasion may produce wafers in excess of actual orders based on forecasted demand or anticipated capacity constraints. If we manufacture more wafers than are ultimately ordered, we may accumulate excess inventory that becomes obsolete and must be scrapped or sold at a significant discount, which could negatively affect our financial results.
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Because the semiconductor markets in which we compete are highly competitive and many of our competitors have greater resources than us, we may not be able to compete successfully, and we may lose or be unable to gain market share.
The SkyWater business competes with numerous companies in the semiconductor market, including Taiwan Semiconductor Manufacturing Company Limited, United Microelectronics Corporation, Vanguard International Semiconductor Corporation, Tower Semiconductor Ltd., X-FAB Silicon Foundries SE, ON Semiconductor Corporation, GlobalFoundries Inc., MIT Lincoln Labs and Silex Microsystems, many of which have longer operating histories, greater name recognition and substantially greater resources than we do. These competitors may respond more quickly to changing customer demands, devote greater resources to product development and sales, or better withstand declines in demand given more diversified offerings or more favorable raw material relationships, and new competitors or competitor alliances could rapidly acquire significant market share. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share.
In addition, from time to time, governments may provide subsidies or make other investments that could further magnify the competitive advantages to our competitors with longer operating histories, greater name recognition and access to larger customer bases. For example, in August 2022, the U.S. enacted the CHIPS and Science Act, which, among other things, provides funding to increase domestic production and research and development in the semiconductor industry. In December 2023, SkyWater submitted an application for CHIPS and Science Act funding for modernization and equipment upgrades to enhance production at its Minnesota facility. In December 2024, SkyWater signed a preliminary memorandum of terms that provides for up to $16 million in funding pursuant to the CHIPS and Science Act, which will be combined with $19 million in incentives from the State of Minnesota’s Forward Fund. However, there is no guarantee that we will receive any such CHIPS and Science Act funding pursuant to the preliminary memorandum of terms or otherwise, and such funding may not be available to us on acceptable terms or at all (including as a result of any modification or repeal of the CHIPS and Science Act). Further, the CHIPS and Science Act requires companies to adhere to various performance obligations, which we may not achieve. Regardless of whether we receive any CHIPS and Science Act funding, many of our competitors have received and may receive in the future CHIPS and Science Act funding and benefit from the investments, which could help increase their production capacity, shorten their lead time, and gain market share. For example, in May 2026, the U.S. Department of Commerce announced the signing of letters of intent to provide over $2 billion in federal incentives under the CHIPS and Science Act to nine companies, including certain competitors. Associated competitive pressures could distort the market space in which we operate and materially and adversely affect our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 30, 2026, the Company completed a transaction to acquire all of the issued and outstanding shares of Nexus. In connection of the acquisition, the Company issued to certain of Nexus’s stockholders a total of 1,843,025 shares of the Company’s common stock. The issuance and sale of these shares was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering provision of Rule 506 of Regulation D promulgated under the Securities Act.
On July 1, 2026, pursuant to pre-existing contractual obligations, the Company issued to Rocket Labs USA, Inc. 93,879 shares of the Company’s common stock. The issuance and sale of these shares was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering provision of Rule 506 of Regulation D promulgated under the Securities Act.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
None of the Company’s directors or officers
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Item 6. Exhibits.
(a) Exhibits.
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.
Exhibit |
Description Form |
Filed Herewith |
Incorporated by Reference |
Form |
Exhibit |
Filing Date |
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2.1 |
Agreement and Plan of Merger, dated as of January 25, 2026, by and among IonQ, Inc., Iris Merger Subsidiary 1 Inc., Iris Merger Subsidiary 2 LLC and SkyWater Technology, Inc. |
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X |
8-K |
2.1 |
January 26, 2026 |
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3.1 |
Amended and Restated Certificate of Incorporation of IonQ, Inc. |
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X |
8-K |
3.1 |
October 4, 2021 |
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3.2 |
Amended and Restated Bylaws of IonQ, Inc. |
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X |
8-K |
3.1 |
April 22, 2025 |
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4.1 |
Registration Rights Agreement, dated as of June 30, 2026, by and between IonQ, Inc. and the Holder Representative named therein. |
X |
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4.2 |
Registration Rights Agreement, dated as of July 1, 2026, by and between IonQ, Inc. and the Holder named therein. |
X |
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10.1+ |
Amended and Restated Executive Severance Plan. |
X |
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10.2+ |
Amended and Restated Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2021 Equity Incentive Plan for Non-Employee Directors. |
X |
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31.1 |
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a- 14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
X |
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31.2 |
Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 |
X |
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32.1* |
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
X |
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101.INS |
Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. |
X |
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101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
X |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101). |
X |
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^ |
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
+ |
Indicates a management contract or compensatory plan. |
* |
Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing. |
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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, thereunto duly authorized.
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IonQ, Inc. |
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Date: August 10, 2026 |
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/s/ Niccolo M. de Masi |
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Name: |
Niccolo M. de Masi |
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Title: |
Chairman of the Board and Chief Executive Officer |
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(Principal Executive Officer) |
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Date: August 10, 2026 |
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/s/ Inder M. Singh |
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Name: |
Inder M. Singh |
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Title: |
Chief Financial Officer and Chief Operating Officer |
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(Principal Financial and Accounting Officer) |