STOCK TITAN

IonQ (NYSE: IONQ) wins approval for SkyWater Technology acquisition

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

IonQ, Inc. has received final regulatory approval to consummate its acquisition of SkyWater Technology under a previously signed Agreement and Plan of Merger. The deal uses a two-step merger structure, after which SkyWater will operate as a wholly owned subsidiary of IonQ while continuing to serve semiconductor foundry customers under the SkyWater name.

IonQ states that the combination is expected to materially accelerate its quantum computing roadmap, secure a fully scalable domestic supply chain, and support its chip-focused manufacturing approach. Having obtained all required regulatory approvals and satisfied remaining closing conditions, the companies anticipate closing the transaction on July 31, 2026, followed by a combined second quarter earnings call on August 5, 2026 and an investor day on September 8, 2026.

Positive

  • Regulatory approval has been obtained for IonQ’s acquisition of SkyWater Technology, clearing the way for a vertically integrated quantum platform and a more secure, domestic chip supply chain.

Negative

  • None.

Filing Explained

The filing’s risk factors refer to IonQ shares to be issued in the transaction, creating a potential ownership change for existing holders; it provides no share count or issuance terms, so that effect cannot be sized from this disclosure.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Anticipated closing date July 31, 2026 Expected date to close IonQ’s acquisition of SkyWater Technology
Combined Q2 earnings call date August 5, 2026 Planned second quarter earnings call for the combined company
Investor day September 8, 2026 Planned investor day for the combined company in the third quarter of 2026
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger with SkyWater Technology"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
wholly owned subsidiary financial
"SkyWater surviving as a wholly owned subsidiary of the Company"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Technology as a Service technical
"SkyWater’s Technology as a Service model empowers innovators"
DMEA-accredited Category 1A Trusted Foundry technical
"SkyWater is a DMEA-accredited Category 1A Trusted Foundry"

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FAQ

What did IonQ (IONQ) announce regarding its acquisition of SkyWater Technology?

IonQ announced it received final regulatory approval to complete its acquisition of SkyWater Technology. The combination will make SkyWater a wholly owned subsidiary while it continues operating as a U.S.-based semiconductor foundry under the SkyWater name.

When is the IonQ (IONQ) and SkyWater Technology transaction expected to close?

IonQ and SkyWater expect to close the transaction on July 31, 2026. The companies indicate that all required regulatory approvals have been secured and other closing conditions under the merger agreement have been satisfied.

How will SkyWater operate after the IonQ (IONQ) acquisition closes?

After closing, SkyWater will remain a U.S.-based semiconductor foundry serving a full range of customers. It will operate as a wholly owned subsidiary of IonQ, retaining the SkyWater name while supporting IonQ’s quantum computing roadmap.

What strategic benefits does IonQ (IONQ) expect from acquiring SkyWater Technology?

IonQ expects the acquisition to materially accelerate its quantum computing roadmap and secure a fully scalable domestic supply chain. This supports IonQ’s chip-focused approach to manufacturing new generations of its quantum computers and serving the broader quantum ecosystem.
false00018249200001824920ionq:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareMember2026-07-282026-07-2800018249202026-07-282026-07-280001824920ionq:CommonStockParValue00001PerShareMember2026-07-282026-07-28

 

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 28, 2026

 

 

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39694

85-2992192

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4505 Campus Drive

 

College Park, Maryland

 

20740

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

 

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

 

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

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.0001 per share

 

IONQ

 

New York Stock Exchange

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

 

IONQ WS

 

New York Stock Exchange

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

Emerging growth company

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

 


Item 8.01 Other Events.

As previously disclosed, on January 25, 2026, IonQ, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SkyWater Technology, Inc., a Delaware corporation (“SkyWater”), Iris Merger Subsidiary 1 Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub 1”), and Iris Merger Subsidiary 2 LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub 2”). Pursuant to the Merger Agreement, (i) Merger Sub 1 will merge with and into SkyWater, with SkyWater surviving as a wholly owned subsidiary of the Company (the “First Merger”), and (ii) immediately following the effective time of the First Merger, SkyWater, as the surviving entity of the First Merger, will merge with and into Merger Sub 2, which will survive the merger as a wholly owned subsidiary of the Company (together with the First Merger, the “Mergers”).

On July 28, 2026, the Company announced that it had received final regulatory approval to consummate the Mergers, subject to certain conditions and the satisfaction of the other closing conditions set forth in the Merger Agreement.

 

A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Note to Investors Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. All statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements, including statements regarding the expected timing of the closing of the Mergers. In some cases, you can identify these statements by forward-looking words such as “pending,” “look forward,” “accelerate,” “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “confident,” “position,” “become,” “on track,” “ensure,” “ongoing” and other similar expressions. These statements are only predictions based on our expectations and projections about future events as of the date of this press release and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements, including, among others, those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement we make. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

Description

99.1

Press Release, dated July 28, 2026.

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 28, 2026

By:

/s/ Paul T. Dacier

 

 

 

Paul T. Dacier
Chief Legal Officer & Corporate Secretary

 


Exhibit 99.1

IonQ Receives Regulatory Approval to Complete Acquisition of SkyWater Technology

Combination Creates the Only Vertically Integrated Full-Stack Quantum Platform Company

SkyWater Will Continue to Serve Customers as a U.S.-Based Semiconductor Foundry

COLLEGE PARK, Md. & BLOOMINGTON, Minn. – July 28, 2026 – IonQ (NYSE: IONQ), the world’s leading quantum platform company, today received final regulatory approval to complete its acquisition of SkyWater Technology (NASDAQ: SKYT), the largest exclusively U.S.-based semiconductor foundry.

As noted when the companies announced their definitive agreement in January 2026, this transaction is expected to enable IonQ to materially accelerate its quantum computing roadmap and secure its fully scalable supply chain domestically, clearing the way for IonQ’s chip-focused approach to manufacturing new generations of its quantum computers.

Following the close of the transaction, SkyWater will continue to serve a full range of customers as a U.S.-based semiconductor foundry, operating as a wholly owned subsidiary of IonQ under the SkyWater name. Together with IonQ’s proprietary technology and capabilities and differentiated development services, IonQ and SkyWater will serve the full quantum ecosystem.

Anticipated Closing

The companies anticipate that having secured all required regulatory approvals and satisfied other outstanding closing conditions, they will promptly complete all necessary arrangements to close the transaction on Friday, July 31, 2026.

The combined company is expected to hold its second quarter earnings call on Wednesday, August 5, 2026 after the U.S. market closes and an investor day in the third quarter of 2026 (Sept. 8).

About IonQ

IonQ, Inc. [NYSE: IONQ] is the world’s leading quantum platform - delivering integrated quantum solutions across computing, networking, sensing, and security. IonQ’s newest generation of quantum computers, the IonQ Tempo, is the latest in a line of cutting-edge systems. Earlier systems have helped customers and partners including Amazon Web Services, AstraZeneca, and NVIDIA achieve a 20x performance increase over previous quantum systems and accelerate innovation in drug discovery, materials science, financial modeling, logistics, cybersecurity, and defense. In 2025, the company achieved 99.99% two-qubit gate fidelity, setting a world record in quantum computing performance.

Headquartered in College Park, Maryland, IonQ has operations in California, Colorado, Massachusetts, Tennessee, Washington, Italy, South Korea, Sweden, Switzerland, Canada, and the United Kingdom. Our quantum computing services are available through all major cloud providers, while we also meet the needs of networking and sensing customers across land, sea, air, and space. IonQ is making quantum platforms more accessible and impactful than ever before. Learn more at IonQ.com.

About SkyWater

SkyWater Technology is securing America’s silicon foundation as the largest U.S.-based semiconductor foundry. A trusted partner to both commercial customers and federal defense programs, SkyWater’s Technology as a Service model empowers innovators to bring emerging technologies like quantum computing and next-generation systems from concept to reality. With state-of-the-art facilities in Minnesota, Florida, and Texas, SkyWater specializes in foundational nodes and advanced packaging to support the nation’s critical infrastructure, strengthen supply chain


resilience, and ensure long-term U.S. technology leadership. SkyWater is a DMEA-accredited Category 1A Trusted Foundry. To learn more, visit www.skywatertechnology.com.

Note to Investors Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements are based on IonQ’s and SkyWater’s current expectations, estimates and projections about the expected date of closing of the transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by IonQ and SkyWater, all of which are subject to change. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the transaction on anticipated terms and timing, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of SkyWater’s and IonQ’s businesses and other conditions to the completion of the transaction; (ii) failure to realize the anticipated benefits of the transaction, including as a result of delay in completing the transaction or integrating the businesses of IonQ and SkyWater; (iii) IonQ’s and SkyWater’s ability to implement their business strategies; (iv) potential litigation relating to the transaction that could be instituted against IonQ, SkyWater or their respective directors; (v) the risk that disruptions from the transaction will harm IonQ’s or SkyWater’s businesses, including current plans and operations; (vi) the ability of IonQ or SkyWater to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the transaction; (viii) uncertainty as to the long-term value of the IonQ shares to be issued; (ix) legislative, regulatory and economic developments affecting IonQ’s and SkyWater’s businesses; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which IonQ and SkyWater operate; (xii) potential business uncertainty, including changes to existing business relationships, during the pendency of the transaction that could affect IonQ’s or SkyWater’s financial performance; (xiii) restrictions during the pendency of the transaction that may impact IonQ’s or SkyWater’s ability to pursue certain business opportunities or strategic transactions; and (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as IonQ’s and SkyWater’s response to any of the aforementioned factors. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on IonQ’s or SkyWater’s consolidated financial condition, results of operations or liquidity. Neither IonQ nor SkyWater assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

IonQ Media Contacts:

Cheryl Krauss
cheryl.krauss@ionq.co

Tor Constantino
tor.constantino@ionq.co


IonQ Investor Contact:
investors@ionq.co

SkyWater Media Contact:

Tammy Swanson

tammy.swanson@skywatertechnology.com

 


Filing Exhibits & Attachments

2 documents