[8-K] IonQ, Inc. Reports Material Event

Rhea-AI Filing Summary

IonQ, Inc. (NYSE: IONQ) filed a Form 8-K reporting that on 11 July 2025 it closed the previously announced acquisition of Capella Space Corp. Under the Agreement and Plan of Merger dated 7 May 2025, Capella merged with a wholly-owned IonQ subsidiary and now operates as the surviving corporation.

Transaction terms: Capella securityholders received 7,401,396 newly issued IonQ common shares (the “Stock Consideration”). The shares were issued privately under Section 4(a)(2) and Rule 506 of Regulation D, triggering Item 3.02 disclosure for an unregistered equity sale.

Registration Rights: A Registration Rights Agreement dated 11 July 2025 (filed as Exhibit 10.1) grants Capella securityholders standard demand and piggy-back rights to resell the Stock Consideration once registered.

Communication: IonQ released a press announcement on 15 July 2025 (furnished as Exhibit 99.1) confirming deal completion; the release is furnished under Item 7.01 and not deemed “filed.”

• Item 3.02: Unregistered issuance of 7.4 million shares.
• Item 7.01: Regulation FD press release.
• Item 8.01: Completion of Capella acquisition.
• Item 9.01: Exhibits 10.1 (Registration Rights), 99.1 (Press Release), 104 (Cover Page XBRL).

The all-stock structure avoids immediate cash outflow but dilutes existing shareholders. The filing provides no pro-forma financials or strategic metrics regarding Capella’s contribution.

Insights

M&A Specialist

TL;DR: IonQ closed an all-stock acquisition of Capella, issuing 7.4 M shares; impact depends on Capella’s future contribution, not disclosed here.

Analysis: Completing the Capella merger eliminates deal uncertainty and signals strategic execution. Structuring the consideration entirely in stock preserves IonQ’s cash—important for a growth-stage company—but dilutes existing holders. At today’s share count (not provided in the filing), 7.4 M additional shares could be material; investors will need updated outstanding-share data. The Registration Rights Agreement is standard, yet it permits Capella holders to exit post-registration, potentially adding selling pressure. Absence of integrated financial or operational targets precludes immediate assessment of accretion. Overall, the filing is strategically positive but financially neutral until further data emerge.

Equity Analyst

TL;DR: Deal closed; dilution known; no earnings guidance—market reaction likely muted until more detail is provided.

Completion of the Capella transaction provides headline growth, yet investors have no visibility into revenue synergies or cost integration. The unregistered issuance under Reg D is routine but the forthcoming registration could expand float and liquidity. Without pro-forma figures, Street models remain unchanged. Watch for subsequent filings (S-3/S-1) and Q3 results to gauge financial impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2025 (July 11, 2025)

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39694		85-2992192
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4505 Campus Drive
College Park, Maryland		20740
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 301 298-7997

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		IONQ		New York Stock Exchange
Warrants, each exercisable for one share of common stock for $11.50 per share		IONQ WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 of this Current Report on Form 8-K related to the Stock Consideration (as defined below) is incorporated by reference into this Item 3.02. The issuance and sale of shares of IonQ, Inc. (the “Company”) common stock in connection with the Transaction (as defined below) was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or the private offering provision of Rule 506 of Regulation D promulgated under the Securities Act.

Item 7.01 Regulation FD Disclosure.

On July 15, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On July 11, 2025, the Company completed its previously announced transaction to acquire all of the issued and outstanding shares of Capella Space Corp., a Delaware corporation (“Capella”) pursuant to the terms of the Agreement and Plan of Merger, dated May 7, 2025 (the “Agreement”), among the Company, Project Cornet Acquisition Sub, Inc., a Delaware corporation and a direct or indirect wholly-owned subsidiary of the Company (“Merger Sub”), Capella and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of Capella’s securityholders (“SRS”), pursuant to which, among other matters, Merger Sub merged with and into Capella, with Capella as the surviving corporation (the “Transaction”). The aggregate consideration delivered at the closing of the Transaction consisted of 7,401,396 shares of the Company’s common stock (the “Stock Consideration”).

In connection with the closing of the Transaction and in connection with the issuance of the Stock Consideration, the Company and SRS, solely in its capacity as representative for and on behalf of the Capella securityholders who are being issued shares of Company common stock (the “Securityholders”), entered into a Registration Rights Agreement, dated July 11, 2025 (the “Registration Rights Agreement”), pursuant to which the Securityholders will have certain registration rights relating to the Stock Consideration.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Registration Rights Agreement, dated as of July 11, 2025, by and between IonQ, Inc. and Shareholder Representative Services LLC.
99.1		Press Release, dated July 15, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

						IonQ, Inc.
Date: July 15, 2025				By:		/s/ Thomas Kramer
						Thomas Kramer
						Chief Financial Officer