Proposed IonQ–SkyWater deal detailed in SKYT forward‑looking risk notice

Rhea-AI Filing Summary

IonQ, Inc. and SkyWater Technology, Inc. describe a proposed business transaction and the related SEC filing process. IonQ plans to file a Form S-4 registration statement that will include a prospectus for new IonQ common shares to be issued in the deal, along with a joint proxy statement/prospectus for SkyWater stockholders. SkyWater plans to file a proxy statement so its stockholders can vote on the transaction. The communication stresses that investors should read the future registration statement and proxy materials because they will contain important details about the transaction and the interests of directors and executives.

The text also includes extensive forward-looking statement cautions, listing numerous risks that could cause actual results or the timing and benefits of the transaction to differ, such as failure to obtain stockholder or regulatory approvals, difficulties integrating the businesses, potential litigation, business disruption, loss of key personnel or relationships, economic and regulatory changes, and failure to receive SkyWater stockholder approval.

Insights

M&A and securities-law analyst

Boilerplate M&A communication outlining process and risks without economic terms.

This communication explains that IonQ will file a Form S-4 registration statement for IonQ common shares to be issued in a proposed transaction with SkyWater, and that SkyWater will solicit proxies from its stockholders using a proxy statement/prospectus. It emphasizes that detailed information on the deal terms, consideration, and management interests will appear in those future documents.

The text is dominated by standard forward-looking statement and risk disclosures. It lists potential obstacles such as failure to obtain stockholder or regulatory approvals, inability to realize anticipated synergies, business disruption during the pendency of the deal, litigation risk, retention of key personnel, and uncertainty about the long-term value of IonQ shares. These caveats are typical for strategic combinations and do not, by themselves, change the investment thesis without knowing the transaction’s specific structure or valuation.

From an investor perspective, the key takeaway is that a transaction is proposed and will be subject to SkyWater stockholder approval and other conditions, and that more decision-useful information will come in the Form S-4 and proxy statement/prospectus. Until those are filed, the impact of this communication is mainly procedural and legal rather than economic.

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 posted on LinkedIn and X by IonQ, Inc. on January 26, 2026.

LINKEDIN:

X:

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 is discussed in SkyWater (SKYT) and IonQ’s communication?

The document discusses a proposed transaction between IonQ, Inc. and SkyWater Technology, Inc., under which IonQ will issue shares of its common stock and seek to complete a business combination with SkyWater, subject to approvals and other conditions.

What SEC filings will IonQ and SkyWater make for the proposed IonQ–SkyWater deal?

IonQ intends to file a Registration Statement on Form S-4 that will include a prospectus for IonQ common shares and a joint proxy statement/prospectus for SkyWater stockholders. SkyWater intends to file a proxy statement with the SEC for the stockholder vote.

How can investors access documents related to the IonQ–SkyWater transaction?

Documents filed by IonQ may be obtained free of charge at investors.ionq.com, and documents filed by SkyWater may be obtained free of charge at ir.skywatertechnology.com, in addition to the SEC’s website.

Will IonQ and SkyWater directors and executives solicit proxies for the SkyWater stockholder vote?

Yes. The communication states that IonQ, SkyWater and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from SkyWater stockholders in connection with the transaction, and their interests will be described in the proxy statement/prospectus.

What are key risks mentioned regarding the completion of the IonQ–SkyWater transaction?

The text cites risks including failure to obtain stockholder and regulatory approvals, not realizing anticipated benefits or synergies, potential litigation, business disruptions, challenges retaining and hiring key personnel, adverse reactions from business partners, economic and regulatory changes, and failure to receive SkyWater stockholder approval.

Does this IonQ–SkyWater communication constitute an offer to sell securities or solicit stockholder approval?

No. The document states it is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities, or a solicitation of any vote or approval. Any offer of securities will be made only by a prospectus meeting applicable legal requirements.