IonQ, Inc.

Entry into Agreements to Acquire Capella

On May 7, 2025, the Company, Project Cornet Acquisition Sub, Inc., a Delaware corporation and a direct or indirect wholly-owned subsidiary of the Company (“Merger Sub”), Capella Space Corp., a Delaware corporation (“Capella”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of Capella’s securityholders, entered into an Agreement and Plan of Merger (the “Agreement”) to acquire all of the issued and outstanding shares of Capella pursuant to the merger of Merger Sub with and into Capella, with Capella as the surviving corporation (the “Capella Transaction”).

Pursuant to the terms of the Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Agreement and subject to customary adjustments to the purchase price as set forth in the Agreement, the aggregate consideration payable by the Company to certain securityholders of Capella at the closing of the Capella Transaction shall be 10,677,344 shares of the Company’s common stock, par value

$0.0001 per share (the “Common Stock”), in exchange for all of the outstanding stock of Capella. The shares of Common Stock to be issued pursuant to the Agreement will be restricted securities.

The Agreement contains customary representations, warranties, covenants and other obligations and rights of the parties. The Agreement also specifies the treatment of outstanding Company equity awards in connection with the Capella Transaction.

Completion of the Capella Transaction is subject to the satisfaction of customary closing conditions including, among other things, the absence of any governmental law or order that makes the Capella Transaction illegal or otherwise prohibits or prevents its consummation, the obtainment, expiration, or termination (as applicable) of regulatory approvals imposed by governmental entities and the authorization for listing of the Common Stock to be issued pursuant to the Agreement on the New York Stock Exchange.

The Agreement may be terminated under certain circumstances including, but not limited to, by mutual written agreement of the Company and Capella and, subject to certain conditions, if the closing shall not have occurred by February 1, 2026.

The foregoing description of the Capella Transaction and the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Unregistered Sales of Equity Securities

Pursuant to the terms of the Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Agreement and subject to customary adjustments as set forth in the Agreement, the aggregate consideration payable by the Company to certain securityholders of Capella at the closing of the Capella Transaction shall be 10,677,344 shares of Common Stock, which will be restricted securities, and we intend that the issuance and sale of the shares will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.

In addition, on May 6, 2025, the Company entered into a definitive agreement to acquire Lightsynq Technologies Inc., a Boston-based startup founded by former Harvard University quantum member experts, in an all-stock transaction (the “Lightsynq Transaction”) for 13.5 million shares of Common Stock, subject to the terms and conditions of the definitive agreement and customary purchase price adjustments. The Lightsynq Transaction is expected to close in the second quarter, subject to customary closing conditions. The shares of common stock and stock options issued at the closing of the Lightsynq Transaction will be restricted securities, and we intend that the issuance and sale of the shares will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.

Securities Trading Plans of Directors and Executive Officers

During the three months ended March 31, 2025, the following directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated ormodified the amount, pricing or timing provisions of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K:

(1)

Sales under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1. Subject to the compliance with Rule 10b5-1, duration could cease earlier than the final date shown above to the extent that the aggregate number of shares to be sold under the trading arrangement have been sold.

(2)

Adopted by Isalea Investments LP (the "Partnership"). The reporting person is the managing member of the Partnership.