Core Viewpoint - IonQ, a quantum-computing company, is acquiring chip maker SkyWater Technology for $1.8 billion [1] Group 1: Acquisition Details - The acquisition of SkyWater Technology is part of IonQ's strategy to enhance its capabilities in the quantum computing sector [1] - The deal is valued at $1.8 billion, indicating a significant investment in expanding IonQ's technological resources [1]

Summary of IonQ and SkyWater Technology Conference Call Company and Industry Overview - **Companies Involved**: IonQ (NYSE: IONQ) and SkyWater Technology - **Industry**: Quantum Computing and Semiconductor Manufacturing Key Points and Arguments Transaction Overview - IonQ announced a transformational acquisition of SkyWater Technology valued at **$1.8 billion**, consisting of cash and stock [5][2] - The acquisition aims to create a fully vertically integrated U.S.-based quantum platform, enhancing innovation and secure manufacturing capacity [5][4] Strategic Rationale - The merger is expected to accelerate IonQ's fault-tolerant quantum computing capabilities, solidifying its position as a leading provider in the quantum technology sector [2][8] - SkyWater's expertise in semiconductor foundry services will support IonQ's goal of scaling to millions of qubits, primarily through semiconductor engineering [6][14] Operational Benefits - The integration will allow for faster iteration cycles, reducing the time from design completion to first samples on a **256-qubit chip** from **9 months to 2 months** [16][22] - IonQ anticipates functional testing of the first **200,000-qubit chip samples** by **2028**, enabling **8,000 ultra-high fidelity logical qubits** [16][17] - The acquisition will enable the combined company to achieve industry-leading costs at scale, enhancing both performance and price competitiveness [17][18] Vertical Integration - The merger will provide a complete product lifecycle under one roof, from design and prototype to manufacturing and deployment, enhancing innovation and economic advantages [18][19] - The combined company will operate as a wholly-owned subsidiary, maintaining SkyWater's role as a merchant supplier to existing customers [12][42] Market Position and Future Outlook - IonQ aims to be the preeminent global quantum platform leader, focusing on revenue growth and market share expansion, which is expected to drive long-term margin expansion [20][21] - The transaction is positioned to support critical initiatives for the U.S. government and allies, enhancing national security through advanced quantum technologies [19][20] Additional Important Information - SkyWater's existing customer base includes **Infineon Technologies**, which is its largest customer following a previous acquisition [27] - The integration will be phased to ensure continuity and deepen technical collaboration, with a focus on maintaining high service levels for existing customers [42][43] - The partnership is expected to enhance IonQ's merchant supplier capabilities, allowing it to continue serving the quantum industry effectively [32][43] This summary encapsulates the key points discussed during the conference call regarding the strategic acquisition of SkyWater Technology by IonQ, highlighting the anticipated benefits and future direction of the combined companies in the quantum computing and semiconductor industries.

The Only Vertically Integrated Full-Stack Quantum Platform Company End-to-end innovation, engineering, manufacturing, and deployment — Across quantum computing, quantum networking, quantum sensing, and quantum security + Important Information and Where to Find It In connection with the acquisition described in this presentation (the "Transaction"), IonQ, Inc. ("IonQ") intends to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (the "Registration Statement") w ...

The Only Vertically Integrated Full-Stack Quantum Platform Company End-to-end innovation, engineering, manufacturing, and deployment — Across quantum computing, quantum networking, quantum sensing, and quantum security + Important Information and Where to Find It In connection with the acquisition described in this presentation (the "Transaction"), IonQ, Inc. ("IonQ") intends to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (the "Registration Statement") w ...

Quantum computing firm IonQ said on Monday it would buy chipmaker SkyWater Technology for about $1.8 billion, in a deal that would bring semiconductor manufacturing in-house and boost the development ... ...

（文章来源：每日经济新闻） 每经AI快讯，1月26日，伊翁量子计算公司（IONQ）盘前股价上涨2.7%。 ...

由于SkyWater的"美国本土制造"属性，IonQ现在更容易获得美国国防部及安全部门的长期巨额合同。这 种"类国防股"的稳定性是纯技术型公司不具备的。像IonQ这样拥有自有代工厂(通过SkyWater)的公司， 在2026年可能会获得显著的估值溢价。因为它们解决了量子计算商业化最大的瓶颈：供应链自主。 IonQ最近成立了联邦部门(IonQ Federal)，收购SkyWater将加强其在支持美国国防部及国家安全项目中的 地位。 IonQ首席执行官Niccolo de Masi表示，这笔交易符合特朗普重振美国芯片制造业的目标。SkyWater自诩 为一家完全位于美国的芯片代工厂，而其同行则大多位于亚洲和欧洲。总部位于马里兰州的IonQ是一 家量子计算硬件和软件公司，是众多希望将这项技术推向主流的公司之一。 SkyWater是美国唯一的纯代工(Pure-play)半导体代工厂。IonQ通过将其收归旗下，获得了受信任的美国 本土生产线，解决了量子芯片(QPU)从设计、原型到大规模量产的供应链风险。 据报道，量子计算公司IonQ Inc.(IONQ.US)已同意收购SkyWater Technology(SKYT. ...

Group 1 - IonQ is acquiring SkyWater for $35 per share in a cash-and-stock deal [1]

Merger Agreement - The merger agreement dated January 25, 2026, involves IonQ, Inc., Iris Merger Subsidiary 1 Inc., Iris Merger Subsidiary 2 LLC, and SkyWater Technology, Inc.[7] - The first merger will result in the Company becoming a wholly-owned direct subsidiary of IonQ, Inc., followed by a second merger with Iris Merger Subsidiary 2[9] - The effective time of the first merger will occur upon the filing of the First Certificate of Merger with the Secretary of State of Delaware[14] - The second merger will become effective upon the filing of the Second Certificate of Merger, with the first merger preceding it[14] - The closing of the mergers is scheduled to take place three business days after the fulfillment of all conditions set forth in Article VIII[16] - The Board of Directors of both IonQ and SkyWater Technology have unanimously approved the merger agreement as being in the best interests of their respective stockholders[9] - The mergers are intended to qualify as a "reorganization" for U.S. federal income tax purposes[10] - The agreement includes provisions for the treatment of equity awards and appraisal rights for stockholders[4] - The merger will involve the issuance of shares of Parent Common Stock as part of the transaction[9] - The agreement stipulates that certain stockholders of the Company have entered into a voting agreement to support the transactions[10] Merger Consideration - At the Effective Time, each share of Company Common Stock will be converted into a cash amount of $15.00 and shares of Parent Common Stock based on the Exchange Ratio[22] - All shares of Company Common Stock converted into the right to receive the Merger Consideration will automatically be cancelled and retired, ceasing to exist[23] - The Merger Consideration will be adjusted for any changes in the outstanding shares of capital stock of Parent or the Company prior to the Effective Time[25] - All shares of Company Common Stock owned by Parent or its subsidiaries will be cancelled and retired, with no consideration delivered in exchange[26] - Each outstanding stock option and restricted stock unit will be converted into options and units of Parent Common Stock based on the Equity Award Exchange Ratio[28] - Each holder of Company Common Stock converted into a right to receive the Merger Consideration will receive shares of Parent Common Stock and cash equivalent to the cash portion of the Merger Consideration[43] - No fractional shares of Parent Common Stock will be issued; instead, holders will receive cash payments for fractional shares based on the proceeds from the sale of Excess Shares[52] - Any unclaimed portion of the Exchange Fund after one year post-Effective Time will be returned to Parent, and holders will only look to Parent for the delivery of the Merger Consideration thereafter[47] - The Exchange Agent will invest cash delivered by Parent, with any interest and income from such investments paid promptly to Parent[50] Corporate Governance - The Company is duly incorporated and has all necessary corporate powers and approvals to conduct its business, with no adverse effects expected from the absence of any required approvals[61] - The execution and performance of the Agreement by the Company have been duly authorized by necessary corporate action, requiring only a majority vote from Company Common Stock holders for approval[62] - The Board of Directors has unanimously determined that the Agreement and transactions are fair and in the best interests of the Company's stockholders[63] - No further registration of transfers of shares of Company Common Stock will occur after the Effective Time[46] - Holders of unsurrendered Certificates or Book-Entry Shares will not receive dividends or distributions until such shares are surrendered[48] - The payment of any taxes incurred by holders of Company Common Stock in connection with the Mergers will be the sole responsibility of those holders[51] Financial Position - The Company has authorized capital stock consisting of 200,000,000 shares of Common Stock and 80,000,000 shares of Preferred Stock, with 48,625,689 shares of Common Stock outstanding as of January 22, 2026[67] - There are outstanding Company Options for 2,136,305 shares and Company RSU Awards for 1,315,420 shares of Common Stock as of the Measurement Date[68] - The Company has no shares of Preferred Stock or other voting securities outstanding as of the Measurement Date[67] - The audited consolidated financial statements present fairly the financial position of the Company and its subsidiaries, in conformity with GAAP[79] - The Company has timely filed all required forms and reports with the SEC since January 1, 2023[78] - There are no outstanding obligations to repurchase or redeem any Company Securities[74] Compliance and Legal Matters - Each Subsidiary of the Company is duly organized and in good standing, with no material adverse effects expected from their operations[72] - The Company Proxy Statement will not contain any untrue statements or omissions of material facts when filed with the SEC[80] - The Company has no stockholder agreements or similar arrangements that restrict the transfer of capital stock[71] - The Company has designed and maintained disclosure controls and procedures to ensure timely communication of material information for decision-making[84] - The Company's internal controls over financial reporting were assessed as effective for the fiscal year ended December 29, 2024, except as disclosed[85] - No personal loans or extensions of credit to executive officers or directors have been made in violation of relevant regulations since January 1, 2023[86] - There are no undisclosed material liabilities as of the date of the Agreement, except for those disclosed in the Company Balance Sheet[91] - The Company has timely filed all required Tax Returns and paid all Taxes due, with adequate accruals for Tax liabilities[93] - No material liabilities under ERISA Title IV or Section 412 of the Code have been incurred that remain unsatisfied[99] - All employee benefit plans have been established in compliance with applicable laws, except as would not likely have a material adverse effect[98] - The Company has provided complete copies of each Company Benefit Plan and related documents to the Parent[97] Business Operations - The Company has not engaged in any improper or illegal accounting or auditing practices since January 1, 2023[87] - The Company has conducted its business in the ordinary course consistent with past practices without any material adverse changes[89] - The Company has not provided retiree health or life benefits beyond those required by law[102] - Since January 1, 2023, no individual has been improperly excluded from participation in any Company Benefit Plan[103] - The Company and its Subsidiaries are in compliance with all Anti-Discrimination Laws, with no pending labor disputes[110] - The Company has not received any material allegations of sexual harassment against employees at the director level or above since January 1, 2023[112] - The Company is in compliance with all applicable Environmental Laws and has not received any notices of violations since January 1, 2023[119] Property and Contracts - The Company has good and marketable title to all its material properties and assets, with no significant liens affecting its business operations[125] - The Company is not bound by any material contracts that would require payments exceeding $1,000,000 in connection with acquisitions or dispositions[126] - The Company has material contracts that include obligations exceeding $1,000,000 in aggregate for indebtedness and capital expenditures[128] - The Company has a valid and legally binding obligation for each material contract, which is in full force and effect[129] Intellectual Property - The Company owns all rights to its intellectual property free and clear of all liens, ensuring no material adverse effect[135] - The Company has maintained business systems capable of tracking development costs associated with government contracts[141] - The Company has not received any written requests for information from governmental authorities regarding its intellectual property in the past six years[142] - The Company has taken steps to maintain the confidentiality of proprietary information, including trade secrets[143] - The Company has not made commitments to standards-setting bodies that would impair its control over its intellectual property[145] - The Company has no pending actions or investigations regarding the validity or enforceability of its Intellectual Property (IP) rights, and all Registered Company IP is subsisting[147] Cybersecurity and Data Privacy - The Company has not experienced any unauthorized access or breaches of its IT systems since January 1, 2023, indicating strong cybersecurity measures[155] - The Company has sufficient rights to use Personal Data held for its business purposes, and these rights will remain unchanged post-merger[156] - There are no unsatisfied requests related to Privacy and Data Processing Requirements that the Company has failed to respond to[165] Government Contracts - The Company has a list of Current Government Contracts valued over $1,000,000, which includes active contracts and those for which final payment has not yet been received[167] - All Current Government Contracts are legally awarded, valid, and binding, with no current bid protests affecting them[169] - The Company has complied with all terms and conditions of each Government Contract and Government Bid over the past six years[171] - No Government Contracts have been terminated for default or cause in the past six years[174] - The Company has not been subject to any adverse past performance evaluations in connection with any Government Contract in the past four years[182] - All Cost or Pricing Data submitted in support of Government Contracts were current, accurate, and complete in all material respects over the past six years[183] - The Company has not been debarred or suspended from participation in Government Contracts in the past four years[184] - There have been no violations of the False Claims Act or significant overpayments related to Government Contracts in the past six years[186] - The Company has disclosed all Organizational Conflicts of Interest as required in connection with Government Contracts[188] - The Company has not undergone any audits or investigations by Governmental Authorities related to Government Contracts in the past six years[189] - The Company's cost accounting and billing systems have complied with applicable requirements of Government Contracts, with no final determinations of noncompliance in the past six years[191] - The Company has been in material compliance with data security and cybersecurity requirements related to Government Contracts, with no reported breaches in the past six years[192] - There have been no material cost overruns on Current Government Contracts that would likely have a Company Material Adverse Effect[194] - The Company has a backlog of Current Government Contracts, with specific dollar amounts for Funded and Unfunded Backlog as of December 31, 2025[196] - The Company has a complete list of its top 20 customers for fiscal year 2025, with no indications of cancellations or modifications from these customers[197] - The Company has a complete list of its top 10 suppliers for calendar year 2025, with no indications of cancellations or modifications from these suppliers[198]

COLLEGE PARK, Md. & BLOOMINGTON, Minn.--(BUSINESS WIRE)--IonQ (NYSE: IONQ), the world's leading quantum company, and SkyWater Technology (NASDAQ: SKYT), the largest exclusively U.S.-based, pure-play semiconductor foundry, today announced they have entered into a definitive agreement pursuant to which IonQ will acquire SkyWater for $35.00 per share in a cash-and-stock transaction, subject to a collar, implying a total equity value of approximately $1.8 billion. "This transformational acquisition enables IonQ ...