# SkyWater Technology, Inc (SKYT) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_2cb94df7d11607e59684 · retrieved 2026-08-11T15:52:44.610Z

## Overview
SkyWater Technology is the largest exclusively U.S.-based semiconductor foundry, providing foundational nodes and advanced packaging services to commercial customers and federal defense programs.

SkyWater Technology, Inc. and IonQ, Inc. announced on July 28, 2026, that they have received final regulatory approval to consummate their merger, originally announced on January 25, 2026. Under the Merger Agreement, Merger Sub 1 will merge with and into SkyWater, with SkyWater surviving as a wholly owned subsidiary of IonQ, and immediately thereafter SkyWater will merge with and into Merger Sub 2, which will survive as a wholly owned subsidiary of IonQ. The companies anticipate closing the transaction on Friday, July 31, 2026, subject to satisfaction of remaining closing conditions.

## Terms
- Counterparty: IonQ, Inc. · Consideration: mixed

## Key dates
- Announced 2026-07-28 · Expected close 2026-07-31 · Completed 2026-01-26

## Timeline
- 2026-01-26 · 425 (0001193125-26-022758): 425 - SkyWater Technology, Inc — *SkyWater Technology, Inc. is a semiconductor manufacturer operating fabrication facilities, including its recently acquired Fab 25 facility in Texas, providing semiconductor manufacturing services to customers.* On January 25, 2026, SkyWater Technology, Inc. entered into a definitive merger agreement with IonQ, Inc., whereby IonQ will acquire SkyWater in a two-step merger structure. Each SkyWater shareholder will receive $15.00 in cash plus a variable number of IonQ common shares (the "Exchange Ratio") determined by dividing $20.00 by the volume-weighted average price of IonQ shares over the 20 trading days prior to closing, subject to a collar: if IonQ's stock trades at $60.13 or above, the ratio is capped at 0.3326 shares; if it trades at $37.99 or below, the ratio is floored at 0.5265 shares. The total consideration per share is $35.00 (the $15 cash plus the $20 stock component). The transaction is expected to close by January 25, 2027, subject to customary closing conditions including SkyWater shareholder approval and regulatory clearances. Upon closing, SkyWater will be delisted from Nasdaq and deregistered under the Securities Exchange Act.
  https://www.sec.gov/Archives/edgar/data/1819974/0001193125-26-022758.txt
- 2026-02-25 · 425 (0001193125-26-071645): 425 - SkyWater Technology, Inc — *SkyWater Technology is the largest exclusively U.S.-based, pure-play semiconductor foundry, with state-of-the-art facilities in Minnesota, Florida, and Texas, specializing in foundational nodes and advanced packaging to support the nation's critical infrastructure.* On January 26, 2026, IonQ announced a definitive agreement to acquire SkyWater Technology for $35.00 per share in a cash-and-stock transaction. The transaction is expected to close in the second or third quarter of 2026, subject to approval by SkyWater shareholders, receipt of required regulatory approvals, and satisfaction of other customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/1819974/0001193125-26-071645.txt
- 2026-07-28 · 8-K (0001193125-26-321272): 8-K - SkyWater Technology, Inc — *SkyWater Technology is the largest exclusively U.S.-based semiconductor foundry, providing foundational nodes and advanced packaging services to commercial customers and federal defense programs.* SkyWater Technology, Inc. and IonQ, Inc. announced on July 28, 2026, that they have received final regulatory approval to consummate their merger, originally announced on January 25, 2026. Under the Merger Agreement, Merger Sub 1 will merge with and into SkyWater, with SkyWater surviving as a wholly owned subsidiary of IonQ, and immediately thereafter SkyWater will merge with and into Merger Sub 2, which will survive as a wholly owned subsidiary of IonQ. The companies anticipate closing the transaction on Friday, July 31, 2026, subject to satisfaction of remaining closing conditions.
  https://www.sec.gov/Archives/edgar/data/1819974/0001193125-26-321272.txt

## Citations
- 0001193125-26-022758 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022758
- 0001193125-26-071645 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526071645
- 0001193125-26-321272 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526321272