IonQ to buy SkyWater Technology (SKYT) and build integrated quantum-chip platform

Rhea-AI Filing Summary

IonQ and SkyWater Technology describe a pending transaction under which SkyWater would become a wholly owned subsidiary of IonQ, creating what they position as a vertically integrated quantum technology company. The message to employees emphasizes combining IonQ’s quantum computing technologies with SkyWater’s onshore R&D, semiconductor manufacturing and development services.

Management highlights goals such as building a full quantum ecosystem spanning computing, networking, sensing and security, while maintaining SkyWater’s role as a pure-play semiconductor foundry and merchant supplier. The communication stresses support for existing customers, U.S. government relationships, intellectual property security, and joint participation in national security–related quantum programs, while noting that the deal remains subject to stockholder, regulatory and other customary approvals.

Insights

M&A and strategic technology analyst

IonQ plans to acquire SkyWater to combine quantum technology with U.S.-based chip manufacturing.

The communication outlines a proposed transaction where SkyWater Technology would become a wholly owned subsidiary of IonQ. The combined company is framed as a vertically integrated quantum platform, pairing IonQ’s quantum computing, networking and sensing focus with SkyWater’s onshore semiconductor R&D and manufacturing capabilities.

The message underscores continuity for SkyWater as a pure-play foundry and merchant supplier, while highlighting government trust, national security–related programs and IP security. It also notes that completion depends on stockholder and regulatory approvals and other conditions, and that detailed terms and risks will be described in a forthcoming Registration Statement on Form S-4 and Proxy Statement/Prospectus.

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 employees of SkyWater Technology, Inc. on February 2, 2026:

From: Niccolo de Masi

To: All SkyWater Technology Employees

Subject: A Transformative Future with IonQ

SkyWater Technology Team -

I want to share how excited all of us at IonQ are about the pending transaction and plan for SkyWater to become a wholly owned subsidiary of IonQ. Together, our vision is to create the first-of-its-kind, vertically integrated quantum technology company.

I’ve been telling the world the future of quantum is now. As one company, we will reimagine the quantum landscape and ensure that quantum computing, quantum networking, quantum sensing and quantum security technologies are securely manufactured. By combining our proprietary technology and architecture with SkyWater’s world class onshore R&D, manufacturing capabilities, and differentiated development services, we will create an unmatched full quantum ecosystem built for speed, precision, and reliability.

As part of IonQ, SkyWater would continue as a pure-play global semiconductor foundry and merchant supplier, ensuring the needs of its existing and future customers. SkyWater’s trusted status with government customers further enhances our collective ability to compete for national security related federal quantum programs. We value your engineering rigor and ability to turn advanced concepts into repeatable, scalable technologies.

We look forward to supporting SkyWater’s customers and your roadmap for advanced packaging services and foundational node domestic manufacturing solutions. Meeting the need across all critical industries for U.S. based solutions is a mission we already share with our own merchant supplier services in atomic clocks and photonic interconnects. We understand, support and endorse SkyWater’s commitment to IP security—a defining attribute of your success and a cornerstone going forward. As trusted U.S. government partners, we will be investing and deepening our capabilities together in support of our nation’s defense.

We welcome you to the team now, and officially at the closing as we embark on our next chapter and redefine what is possible for business, government, and society.

Onwards & upwards!

NdM

Niccolo de Masi

Chairman and CEO

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 transaction involving SkyWater Technology (SKYT) is described in this communication?

The communication describes a pending transaction in which SkyWater Technology would become a wholly owned subsidiary of IonQ. The companies present this as creating a vertically integrated quantum technology business, combining IonQ’s quantum capabilities with SkyWater’s onshore semiconductor R&D and manufacturing platform.

How do IonQ and SkyWater say the combined company will be positioned after the transaction?

IonQ and SkyWater state that the combined company aims to be a first-of-its-kind, vertically integrated quantum technology company. They emphasize a full ecosystem across quantum computing, networking, sensing and security, supported by SkyWater’s domestic semiconductor manufacturing and development services.

What does the communication say about SkyWater’s business model after joining IonQ?

The message says that as part of IonQ, SkyWater would continue operating as a pure-play global semiconductor foundry and merchant supplier. It notes a focus on serving existing and future customers, including advanced packaging services and foundational node domestic manufacturing solutions.

What role do U.S. government and national security programs play in the IonQ–SkyWater plan?

The companies highlight SkyWater’s trusted status with U.S. government customers as enhancing their ability to compete for national security–related federal quantum programs. They also emphasize shared commitments to IP security and supporting U.S. defense through deeper joint capabilities.

What regulatory and stockholder steps are mentioned for the IonQ–SkyWater transaction?

The communication explains that IonQ intends to file a Registration Statement on Form S-4 including a Proxy Statement/Prospectus, and SkyWater will file a proxy statement. Completion of the transaction is described as subject to stockholder approvals, regulatory clearances and other customary closing conditions.

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

Investors are directed to review the Registration Statement on Form S-4 and the Proxy Statement/Prospectus when available, as well as related SEC filings. The communication notes that these documents will be accessible through the companies’ investor websites and the SEC’s online database.