[425] SkyWater Technology, Inc Business Combination Communication
Rhea-AI Filing Summary
IonQ, Inc. has agreed to acquire SkyWater Technology for $35.00 per share in a cash-and-stock transaction. The companies describe this as a historic step that would create a first-of-its-kind, vertically integrated quantum technology company, combining IonQ’s quantum computing, networking, security and sensing technologies with SkyWater’s onshore semiconductor R&D and manufacturing platform.
SkyWater is expected to continue operating as a pure-play global semiconductor foundry and merchant supplier, while also providing technology building blocks for areas such as artificial intelligence, electrification, IoT and health diagnostics. Upon closing, SkyWater would be able to offer IonQ’s quantum sensors and networking solutions to its customers.
The transaction is expected to close later this year, subject to regulatory and shareholder approvals. IonQ plans to file a Form S-4 registration statement that will include a proxy statement/prospectus for SkyWater stockholders, and both companies highlight extensive forward-looking risks around approvals, integration, business disruption and potential litigation.
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Insights
IonQ is using a $35-per-share cash-and-stock deal to vertically integrate quantum technology with SkyWater’s U.S. semiconductor foundry platform.
The agreement for IonQ to acquire SkyWater Technology for $35.00 per share in a cash-and-stock transaction would combine a quantum computing platform with a U.S.-based specialty semiconductor foundry. Strategically, the companies position this as creating a vertically integrated quantum technology company, pairing IonQ’s quantum architecture with SkyWater’s onshore R&D, manufacturing, and heterogeneous integration services.
SkyWater is expected to continue as a pure-play global semiconductor foundry and merchant supplier, while also supplying technology building blocks to sectors like artificial intelligence, quantum computing, electrification, IoT and health diagnostics. The communication emphasizes potential benefits such as accelerating IonQ’s path toward fault-tolerant quantum computing and enabling secure manufacturing of quantum technologies, but stops short of quantifying synergies or financial impacts.
The deal is framed as transformational but remains subject to multiple conditions, including regulatory and shareholder approvals, with closing expected later this year. The forward-looking statements section details standard M&A risks: failure to obtain approvals, inability to realize anticipated benefits, possible litigation, retention of key personnel, and business disruption during the transaction’s pendency. Actual impact will depend on successful integration and the outcome of the approval processes described.
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 all employees of IonQ, Inc. on January 26, 2026:
IonQers,
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 historic transaction will create the first of its kind, vertically integrated quantum technology company, strengthening IonQ’s position as a trusted global government and ecosystem partner. The news release is here: link.
SkyWater is the largest pure-play U.S. technology foundry that offers advanced semiconductor development and manufacturing services. Its technology as a service (TaaS) model streamlines the path to production for customers with development services, volume production and heterogeneous integration solutions across a range of markets.
Importantly, we expect SkyWater will accelerate our path toward fault-tolerant quantum computing by:
| • | Accelerating our wafer manufacturing timelines through reduced wafer iteration times and parallelizing wafer prototypes; and |
| • | Achieving 200,000 qubit QPUs enabling 8,000 ultra-high fidelity logical qubits expected to start functional testing in 2028, two years ahead of our original 2030 target. |
| • | This transaction also enables us to pull forward our 2M qubit chip by up to a year |
As you’ve heard me state: the future of quantum is here. Together, we will reimagine the quantum landscape and ensure that quantum computing, quantum networking, quantum security and quantum sensing 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.
SkyWater is expected to continue as a pure-play global semiconductor foundry and merchant supplier, providing new and existing customers with the same high-quality standards they have come to expect. SkyWater will also deliver essential technology building blocks to other companies focused on advancing artificial intelligence, quantum computing, electrification, IoT, health diagnostics, and more. Upon close, SkyWater will be able to offer IonQ’s industry-leading quantum sensors and quantum networking solutions to SkyWater customers and partners.
While we are excited about SkyWater providing unique accelerants to our global quantum platform company, keep in mind that this is just day one, and there are many steps we must complete before we can officially welcome SkyWater as part of IonQ. We expect the transaction to close later this year, subject to regulatory and shareholder approvals. Until then, nothing is changing. IonQ and SkyWater will continue to operate as separate companies, and we remain focused and continue delivering superior solutions for our partners and customers.
This is a transformational step forward for our company that will drive the future of the quantum ecosytem. IonQ is already at the heart of the quantum revolution, and adding an unrivaled technology partner such as SkyWater to our portfolio will solidify our position as the most powerful quantum platform company in the world. I invite you to join me for a Global Town Hall on Friday, January 30 at 12pm EST, where I will discuss this announcement in greater detail, share initial feedback and answer your questions – an invite will be sent shortly.
Thank you for your continued dedication to IonQ. This is an incredible opportunity to further strengthen our position in the industry and redefine what is possible for business, government, and society. I can’t wait to see what we will accomplish next.
Onwards & upwards,
NdM
Chairman & CEO
IonQ
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.