IonQ to buy SkyWater (NASDAQ: SKYT) in $35 per share merger

Rhea-AI Filing Summary

IonQ, Inc. has agreed to acquire SkyWater Technology for $35.00 per share in a cash-and-stock merger. Each SkyWater share is expected to be exchanged for $15.00 in cash and $20.00 in IonQ common stock at closing.

The stock portion is subject to a collar: SkyWater holders will receive IonQ stock valued at $20.00 per SkyWater share based on IonQ’s 20-day VWAP, unless that price is above $60.13, when the exchange ratio is fixed at 0.3326 IonQ shares, or below $37.99, when the ratio is fixed at 0.5265 IonQ shares. After closing, SkyWater shareholders are expected to own between 4.4% and 6.7% of the combined company.

The transaction is expected to close in the second or third quarter of 2026, subject to regulatory reviews and approval by SkyWater stockholders, and both companies will operate separately until then. IonQ and SkyWater are hosting a joint investor webinar to discuss the deal, and extensive forward-looking statement and risk disclosures highlight potential closing, integration and market uncertainties.

Insights

M&A and capital markets analyst

IonQ proposes a cash-and-stock acquisition of SkyWater with a collar and closing risks.

The transaction values each SkyWater share at $35.00, split between $15.00 cash and $20.00 in IonQ stock. A collar ties the stock value to IonQ’s 20‑day VWAP, with fixed exchange ratios of 0.3326 or 0.5265 IonQ shares outside the $37.99–$60.13 range. SkyWater shareholders are expected to hold between 4.4% and 6.7% of the combined company.

Closing is targeted for the second or third quarter of 2026, but depends on regulatory clearances and SkyWater stockholder approval. The detailed forward‑looking statements section lists numerous risks, including potential failure to obtain approvals, difficulty realizing anticipated synergies, possible litigation, business disruption during the pendency of the deal, and uncertainty around the long‑term value of IonQ shares.

The communication emphasizes that a Form S‑4 Registration Statement and Proxy Statement/Prospectus will be filed with the SEC, which will describe interests of directors and officers and provide fuller risk discussion. Investors would need to review those future documents to assess final terms, tax treatment and integration plans once available.

FILED BY IONQ, INC.

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

AND DEEMED FILED PURSUANT TO RULE 14a-12

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: SKYWATER TECHNOLOGY, INC.

COMMISSION FILE NO. 001-40345

The following communication was sent to certain investors of IonQ, Inc. on January 26, 2026:

This morning, we announced the next pivotal step in IonQ’s drive to cement our position as the leading global quantum platform company. IonQ has entered into a definitive agreement to acquire SkyWater Technology for $35.00 per share in a cash-and-stock transaction. This transaction will create the first of its kind, full-stack vertically integrated quantum platform company, strengthening IonQ’s standing as a trusted global government and ecosystem partner.

Under the terms of the agreement, SkyWater shareholders will receive $15.00 in cash and $20.00 in IonQ common shares for each SkyWater share held at close of the transaction. The stock component is subject to a collar under which SkyWater shareholders will receive IonQ stock valued at $20.00 per SkyWater share, based on the 20-day VWAP of IonQ stock as of three business days before closing, unless it is greater than $60.13, in which case SkyWater shareholders will receive 0.3326 IonQ shares per SkyWater share, or less than $37.99, in which case SkyWater shareholders will receive 0.5265 IonQ shares per SkyWater share. SkyWater shareholders will own between 4.4% and 6.7% of the combined company under the collar. The transaction is expected to close in the second or third quarter of 2026, subject to customary closing conditions, including regulatory reviews and approval by SkyWater shareholders. Until the transaction closes, IonQ and SkyWater will continue to operate as separate companies.

IonQ and SkyWater will host a joint webinar today at 8:30 a.m. ET to discuss the transaction in greater detail. The webcast and investor presentation may be viewed through this LINK or from the Investor Relations sections of IonQ’s and SkyWater’s websites.

We would be glad to schedule a callback with you to discuss the transaction. Please email ProjectShield.ExtComms@Cantor.com (cc’d) to coordinate.

Thank you for your continued support of IonQ.

Sincerely,

The IonQ Team

Important Information and Where to Find It

In connection with the proposed transaction (the “Transaction”) between IonQ, Inc. (“IonQ”) and SkyWater Technology, Inc. (“SkyWater”), IonQ intends to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of IonQ common stock (the “IonQ Shares”) to be issued in the Transaction and a proxy statement for SkyWater’s stockholders (the “Proxy Statement/Prospectus”), and SkyWater intends to file with the SEC the proxy statement. The definitive proxy statement (if and when available following the effectiveness of the Registration Statement) will be mailed to stockholders of SkyWater. Each of IonQ and SkyWater may also file with or furnish to the SEC other relevant documents regarding the Transaction. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other document that IonQ or SkyWater may file with the SEC or mail to SkyWater’s stockholders in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF IONQ AND SKYWATER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT

DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING IONQ, SKYWATER, THE TRANSACTION AND RELATED MATTERS. The documents filed by IonQ with the SEC also may be obtained free of charge at IonQ’s website at investors.ionq.com. The documents filed by SkyWater with the SEC also may be obtained free of charge at SkyWater’s website at ir.skywatertechnology.com.

Participants in the Solicitation

IonQ, SkyWater and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SkyWater in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of IonQ and SkyWater and other persons who may be deemed to be participants in the solicitation of stockholders of SkyWater in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus, which will be filed with the SEC. Information about SkyWater’s directors and executive officers is set forth in SkyWater’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 8, 2025, SkyWater’s Annual Report on Form 10-K for the year ended December 29, 2024 and any subsequent filings with the SEC. Information about certain of IonQ’s directors and executive officers is set forth in IonQ’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 28, 2025 and any subsequent filings with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the Proxy Statement/Prospectus regarding the Transaction when it becomes available. Free copies of these documents may be obtained as described above.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, and otherwise in accordance with applicable law.

Note to Investors Regarding Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this document other than statements of historical fact are forward-looking statements. These forward-looking statements are based on IonQ’s and SkyWater’s current expectations, estimates and projections about the expected date of closing of the Transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by IonQ and SkyWater, all of which are subject to change. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the Transaction or to make or take any filing or other action required to consummate the transactions in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include,

but are not limited to: (i) the completion of the Transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of SkyWater’s and IonQ’s businesses and other conditions to the completion of the Transaction; (ii) failure to realize the anticipated benefits of the Transaction, including as a result of delay in completing the transactions or integrating the businesses of IonQ and SkyWater; (iii) IonQ’s and SkyWater’s ability to implement their business strategies; (iv) potential litigation relating to the Transaction that could be instituted against IonQ, SkyWater or their respective directors; (v) the risk that disruptions from the Transaction will harm IonQ’s or SkyWater’s businesses, including current plans and operations; (vi) the ability of IonQ or SkyWater to retain and hire key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the Transaction; (viii) uncertainty as to the long-term value of IonQ Shares; (ix) legislative, regulatory and economic developments affecting IonQ’s and SkyWater’s businesses; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which IonQ and SkyWater operate; (xii) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect IonQ’s or SkyWater’s financial performance; (xiii) restrictions during the pendency of the Transaction that may impact IonQ’s or SkyWater’s ability to pursue certain business opportunities or strategic transactions; (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as IonQ’s and SkyWater’s response to any of the aforementioned factors; and (xv) failure to receive the SkyWater Stockholder Approval. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement/Prospectus. While the list of factors presented here is, and the list of factors presented in the Proxy Statement/Prospectus will be, 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.

FAQ

What are SkyWater Technology (SKYT) shareholders receiving in the IonQ acquisition?

SkyWater shareholders are expected to receive $35.00 per share, consisting of $15.00 in cash and $20.00 in IonQ common stock for each SkyWater share at closing.

How does the stock collar work in the IonQ–SkyWater (SKYT) deal?

The stock portion is valued at $20.00 per SkyWater share based on IonQ’s 20‑day VWAP, unless IonQ trades above $60.13 (then SkyWater holders receive 0.3326 IonQ shares) or below $37.99 (then they receive 0.5265 IonQ shares) per SkyWater share.

What ownership stake will SkyWater (SKYT) shareholders have after the merger with IonQ?

SkyWater shareholders are expected to own between 4.4% and 6.7% of the combined company after completion of the transaction, depending on how the collar settles.

When is the IonQ acquisition of SkyWater (SKYT) expected to close?

The transaction is expected to close in the second or third quarter of 2026, subject to customary closing conditions, including regulatory reviews and approval by SkyWater stockholders.

Will IonQ and SkyWater (SKYT) operate separately before the deal closes?

Yes. The communication states that IonQ and SkyWater will continue to operate as separate companies until the transaction closes.

What key risks are highlighted regarding the IonQ–SkyWater (SKYT) transaction?

The text cites risks such as failure to obtain stockholder or regulatory approvals, failure to realize anticipated benefits or synergies, potential litigation related to the transaction, disruption to current operations and business relationships, and uncertainty about the long-term value of IonQ shares.

Where can SkyWater (SKYT) investors find more detailed information about the IonQ transaction?

IonQ plans to file a Form S-4 Registration Statement including a Proxy Statement/Prospectus, and SkyWater will file the proxy statement with the SEC; these documents will be available for free on the IonQ and SkyWater investor relations websites once filed.