# IonQ, Inc. (IONQ-WT) — merger/definitive [completed] Source: SEC API (secapi.ai) · situation sit_ea2a33863018d8f0f0bb · retrieved 2026-08-11T15:50:03.817Z ## Overview IonQ, Inc. is a quantum platform company delivering integrated quantum solutions across computing, networking, sensing, and security; its latest generation quantum computers include the IonQ Tempo system. IonQ, Inc. announced on July 28, 2026, that it had received final regulatory approval to consummate its acquisition of SkyWater Technology, Inc. pursuant to an Agreement and Plan of Merger entered into on January 25, 2026. Under the merger structure, Merger Sub 1 will merge with and into SkyWater, with SkyWater surviving as a wholly owned subsidiary of IonQ, and then SkyWater will merge 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, having satisfied all required regulatory approvals and other outstanding closing conditions. ## Terms - Counterparty: SkyWater Technology, Inc. · Consideration: mixed · Price/share: $15 ## Key dates - Announced 2026-07-28 · Expected close 2026-07-31 · Completed 2026-01-26 ## Timeline - 2026-01-26 · 425 (0001193125-26-022718): 425 - IonQ, Inc. — *IonQ, Inc. is a quantum computing platform company developing quantum processors, quantum sensors, and quantum networking solutions.* IonQ, Inc. has entered into a definitive agreement to acquire SkyWater Technology, Inc. for $35.00 per share in a cash-and-stock transaction. The transaction is expected to close later in 2026, subject to regulatory and shareholder approvals. Upon closing, SkyWater will become a vertically integrated part of IonQ's quantum platform, with SkyWater continuing to operate as a pure-play global semiconductor foundry and merchant supplier while providing manufacturing capabilities to accelerate IonQ's path toward fault-tolerant quantum computing. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-022718.txt - 2026-01-26 · 425 (0001193125-26-022826): 425 - IonQ, Inc. — *IonQ, Inc. develops quantum computing technology and solutions for government, defense, and commercial applications.* IonQ, Inc. announced it has entered into a definitive agreement to acquire SkyWater Technology, Inc., the largest U.S.-based pure-play semiconductor foundry offering advanced semiconductor development and manufacturing services. 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. The combination will create a vertically integrated quantum technology company, strengthening IonQ's position as a trusted government partner and enabling the combined entity to accelerate quantum chip development while SkyWater continues serving its aerospace, defense, and commercial markets as a semiconductor foundry. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-022826.txt - 2026-01-26 · 425 (0001193125-26-022715): 425 - IonQ, Inc. — *IonQ, Inc. is a quantum computing platform company that develops quantum computing chips, atomic clocks, photonic interconnects, and quantum networking and security solutions.* IonQ, Inc. has agreed to acquire SkyWater Technology, Inc., a US-based chip foundry, for approximately $1.8 billion in a cash and stock transaction. The deal is described as the largest in a string of recent acquisitions by the quantum computing firm. According to IonQ CEO Niccolo de Masi, the acquisition will accelerate IonQ's roadmap by approximately one year on its two million qubit chip and move full fault-tolerant chips forward into 2028. The transaction is expected to enhance IonQ's ability to serve as a merchant supplier to the quantum industry while also supporting US government and classified programs. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-022715.txt - 2026-01-26 · 425 (0001193125-26-022706): 425 - IonQ, Inc. — *IonQ, Inc. is a quantum computing company providing quantum computing services and technology.* IonQ, Inc. announced a proposed merger with SkyWater Technology, Inc., whereby IonQ will issue shares of IonQ common stock as consideration to SkyWater stockholders. IonQ intends to file a Registration Statement on Form S-4 with the SEC, which will include a prospectus regarding the IonQ shares to be issued and a proxy statement for SkyWater stockholders. The transaction is subject to stockholder approval and regulatory clearances. No transaction value, per-share price, or expected closing date is disclosed in this filing. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-022706.txt - 2026-01-26 · 425 (0001193125-26-022712): 425 - IonQ, Inc. — *IonQ is a quantum-computing company that develops quantum hardware and software using trapped-ion quantum computers to solve complex problems in drug discovery, national defense, and other industries; it went public through a SPAC merger in 2021.* IonQ, Inc. agreed to acquire SkyWater Technology, Inc. for $35 per share, representing approximately $1.8 billion in total consideration. SkyWater shareholders will receive $15 in cash and $20 in IonQ stock for each share of SkyWater stock. The stock portion is subject to a collar to prevent significant changes in overall deal price due to swings in IonQ's share price. SkyWater is expected to operate as a wholly owned subsidiary under its existing name after closing, with SkyWater CEO Thomas Sonderman leading the unit and reporting to IonQ Chairman and CEO Niccolo de Masi. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-022712.txt - 2026-01-26 · 425 (0001193125-26-022705): 425 - IonQ, Inc. — *IonQ, Inc. develops quantum computing platforms and services for government and enterprise customers.* IonQ, Inc. has entered into a definitive agreement to acquire SkyWater Technology, Inc. for $35.00 per share in a mixed cash-and-stock transaction. SkyWater shareholders will receive $15.00 in cash and $20.00 in IonQ common shares per SkyWater share at closing, subject to a collar mechanism: if IonQ's 20-day VWAP (as of three business days before closing) exceeds $60.13, shareholders receive 0.3326 IonQ shares per SkyWater share; if below $37.99, they receive 0.5265 IonQ shares per SkyWater share. SkyWater shareholders will own between 4.4% and 6.7% of the combined company post-closing. The transaction is expected to close in the second or third quarter of 2026, subject to customary closing conditions, regulatory reviews, and SkyWater shareholder approval. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-022705.txt - 2026-01-26 · 425 (0001193125-26-021621): 425 - IonQ, Inc. — *IonQ, Inc. is a quantum computing company that develops quantum computing systems and software; it is a publicly traded company on the New York Stock Exchange.* IonQ, Inc. entered into an Agreement and Plan of Merger with SkyWater Technology, Inc. on January 25, 2026, whereby IonQ's merger subsidiaries will merge with SkyWater in a two-step transaction. Each SkyWater shareholder will receive $15.00 in cash per share plus a number of IonQ common shares equal to an Exchange Ratio. The Exchange Ratio is calculated as $20.00 divided by the volume-weighted average price of IonQ shares for the 20 trading days prior to three business days before closing, with a floor of 0.5265 shares (if IonQ trades at or below $37.99) and a cap of 0.3326 shares (if IonQ trades at or above $60.13). The transaction is expected to close by January 25, 2027, subject to customary closing conditions including SkyWater stockholder approval and regulatory clearances. SkyWater shareholders holding approximately 19.87% of voting power have agreed to vote in favor of the merger pursuant to a voting agreement. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-021621.txt - 2026-01-26 · 425 (0001193125-26-022701): 425 - IonQ, Inc. — *IonQ, Inc. is the world's leading quantum platform company delivering solutions for quantum computing, quantum networking, quantum sensing, and quantum security, and is the only full-stack quantum platform company in the world.* IonQ, Inc. announced an acquisition of SkyWater Technology, Inc. valued at $1.8 billion in a mix of cash and stock consideration, subject to a collar and cap. SkyWater will operate as a wholly owned subsidiary of IonQ while continuing to serve as a merchant supplier to the semiconductor foundry industry. The transaction is designed to create a fully vertically integrated, U.S.-based quantum platform, combining IonQ's quantum computing, networking, sensing, and security technologies with SkyWater's advanced semiconductor manufacturing and packaging capabilities. Upon closing, SkyWater will be led by CEO Thomas Sonderman, who will report to IonQ Chairman and CEO Niccolo de Masi, with integration to be phased and pragmatic to ensure continuity of service to existing customers. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-022701.txt - 2026-02-02 · 425 (0001193125-26-033575): 425 - IonQ, Inc. — *IonQ, Inc. develops quantum computing, quantum networking, quantum sensing, and quantum security technologies.* IonQ, Inc. announced a pending transaction to acquire SkyWater Technology, Inc., with SkyWater becoming a wholly owned subsidiary of IonQ. The combined company will create a vertically integrated quantum technology company, integrating IonQ's proprietary quantum technology and architecture with SkyWater's onshore R&D, manufacturing capabilities, and development services. SkyWater will continue operating as a pure-play global semiconductor foundry and merchant supplier serving existing and future customers. The transaction is subject to stockholder approval and regulatory approvals, with definitive proxy materials to be filed with the SEC. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-033575.txt - 2026-02-09 · 425 (0001193125-26-042683): 425 - IonQ, Inc. — *IonQ, Inc. is a quantum computing company that develops quantum computers and quantum processing units for applications in pharmaceutical drug discovery, computational engineering, materials science, retail, logistics, defense, and financial services.* IonQ, Inc. announced the acquisition of SkyWater Technology, Inc., a semiconductor manufacturer. The transaction will enable IonQ to become vertically integrated and accelerate its quantum computing roadmap. IonQ intends to invest heavily in SkyWater to establish a well-capitalized quantum foundry with protected intellectual property and advanced processes. The transaction is subject to stockholder approval and regulatory clearances, with IonQ planning to file a Registration Statement on Form S-4 and SkyWater stockholders to receive a proxy statement. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-042683.txt - 2026-02-27 · 425 (0001193125-26-078398): 425 - IonQ, Inc. — *IonQ, Inc. is a quantum computing platform company that develops and commercializes integrated quantum solutions across computing, networking, sensing, and security; it is the world's only full-stack quantum platform company operating in all domains and serves commercial and government customers globally.* IonQ, Inc. announced its intent to acquire SkyWater Technology, Inc., marking the largest acquisition agreement in quantum history and the first public-to-public planned quantum transaction. SkyWater is the leading quantum foundry in the world, commercially supporting IonQ and more than a dozen other quantum and Department of War programs. The acquisition is designed to accelerate the manufacturability of IonQ's entire quantum platform roadmap by leveraging SkyWater's expertise in quantum semiconductor scaling within secure trusted environments. The transaction is subject to regulatory approval and stockholder votes. IonQ has a fortified balance sheet with over $3 billion in cash and investments as of December 31, 2025, providing financial firepower for the acquisition and continued R&D investment. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-078398.txt - 2026-03-11 · 425 (0000950142-26-000682): 425 - IonQ, Inc. — *IonQ, Inc. develops quantum computing systems and quantum sensing capabilities, operating across multiple war-fighting domains including submarines, aircraft, and space platforms; the company also provides quantum key distribution security and post-quantum cryptography solutions.* IonQ, Inc. announced the acquisition of SkyWater Technology, Inc., a semiconductor manufacturer supporting the U.S. quantum industry. According to IonQ CEO Niccolo de Masi in a March 10, 2026 Fox Business interview, the acquisition was announced approximately six weeks prior (around late January 2026). The transaction is structured as a stock-for-stock merger, with IonQ issuing shares of IonQ common stock to SkyWater stockholders. IonQ intends to file a Registration Statement on Form S-4 with the SEC, which will include a prospectus and proxy statement for SkyWater stockholders. The transaction is subject to SkyWater stockholder approval and regulatory approvals. https://www.sec.gov/Archives/edgar/data/1824920/0000950142-26-000682.txt - 2026-07-28 · 8-K (0001193125-26-321221): 8-K - IonQ, Inc. — *IonQ, Inc. is a quantum platform company delivering integrated quantum solutions across computing, networking, sensing, and security; its latest generation quantum computers include the IonQ Tempo system.* IonQ, Inc. announced on July 28, 2026, that it had received final regulatory approval to consummate its acquisition of SkyWater Technology, Inc. pursuant to an Agreement and Plan of Merger entered into on January 25, 2026. Under the merger structure, Merger Sub 1 will merge with and into SkyWater, with SkyWater surviving as a wholly owned subsidiary of IonQ, and then SkyWater will merge 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, having satisfied all required regulatory approvals and other outstanding closing conditions. https://www.sec.gov/Archives/edgar/data/1824920/0001193125-26-321221.txt ## Citations - 0001193125-26-022718 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022718 - 0001193125-26-022826 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022826 - 0001193125-26-022715 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022715 - 0001193125-26-022706 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022706 - 0001193125-26-022712 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022712 - 0001193125-26-022705 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022705 - 0001193125-26-021621 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526021621 - 0001193125-26-022701 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526022701 - 0001193125-26-033575 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526033575 - 0001193125-26-042683 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526042683 - 0001193125-26-078398 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526078398 - 0000950142-26-000682 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095014226000682 - 0001193125-26-321221 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526321221