IonQ, Inc.

Current report

We may not achieve the intended benefits of the SkyWater Acquisition, and it could disrupt our current plans or operations.

Current report

There can be no assurance that we will be able to successfully integrate SkyWater’s business or assets or otherwise realize the expected benefits of the SkyWater Acquisition. Integration may be particularly challenging as we are entering into a line of business with which we have no prior experience. Additionally, the SkyWater business operates in a difficult legal, regulatory and competitive environment. We may find that we do not have adequate operations or expertise to manage the new business. Difficulties in integrating SkyWater into our business may result in our performing differently than expected or in operational challenges or in the failure to realize anticipated benefits in the expected time frame or at all. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration or delays associated with the acquisition.

Current report

The market price of our common stock after the SkyWater Acquisition may be affected by factors different from those affecting the price of our common stock before the SkyWater Acquisition.

Current report

As our pre-acquisition business and that of SkyWater are different, the results of operations as well as the price of our common stock may in the future be affected by factors different from those factors affecting us previously. We may face additional risks and uncertainties that we may not have been exposed to before the SkyWater Acquisition.

Current report

In addition, the market price of our common stock may decline as a result of the SkyWater Acquisition if, among other things, we are unable to achieve the expected benefits of the SkyWater Acquisition. Our price also may decline if we do not achieve the perceived benefits of the SkyWater Acquisition as rapidly or to the extent anticipated by us or by financial or industry analysts or if the effect of the SkyWater Acquisition on our financial position, results of operations or cash flows is not consistent with such expectations.

Current report

The completion of the SkyWater Acquisition may result in a loss of customers, distributors, suppliers, vendors, landlords and other business partners and may result in the termination of existing contracts.

Current report

Some of our or SkyWater’s customers, distributors, suppliers, vendors, landlords and other business partners may terminate or scale back their current or prospective business relationships as a result of the SkyWater Acquisition. Some customers may not wish to source a larger percentage of their needs from a single company. If relationships with customers, distributors, suppliers, vendors, landlords and other business partners are adversely affected by the SkyWater Acquisition, or if we lose the benefits of SkyWater’s contracts, our business and financial performance could suffer.

Current report

If any of the semiconductor foundries that we acquired in the SkyWater Acquisition are damaged or become inoperable, we would be unable to develop or produce wafers in a timely manner, if at all, and our business would be materially adversely affected.

Current report

The SkyWater business performs its manufacturing and design services at its foundry facilities in Bloomington, Minnesota, Kissimmee, Florida and Austin, Texas. Its foundry operations and the equipment it uses to manufacture wafers would be costly to replace and could require substantial lead time to repair or replace. The foundry facilities or equipment may be harmed or rendered inoperable by physical damage from fire, floods, tornadoes, hurricanes, power loss, telecommunications or mechanical failures, break-ins and similar events, which may render it difficult or impossible for it to produce or test products for a considerable period of time. If any of the foregoing events occur, we may incur significant additional costs including, among other things, loss of profits due to unplanned temporary or permanent shutdowns of those foundries, cleanup costs, liability for damages or injuries and legal, repair and reconstruction expenses, which would harm our results of operations and financial condition. In addition, because any substitute facility must hold any required licensures or certifications, we may be limited in our ability to rely on a third party to perform interim design and manufacturing services or testing processes. We cannot provide any assurance that we would be able to find another semiconductor foundry that is capable or willing to design and produce wafers in compliance with applicable specifications, or that such a substitute foundry would be willing to produce wafers for us on commercially reasonable terms. A substitute foundry may not have rights to intellectual property of others that is necessary to design, manufacture, and test products for us, and we may not be permitted to extend our license rights to a substitute foundry. Any unexpected constraint on our foundries’ ability to design, manufacture or test products could result in the loss of customers or harm to our reputation, any of which would have a material adverse effect on our business.

Current report

If the SkyWater business does not achieve satisfactory yields or quality, our reputation and customer relationships could be harmed.

Current report

The fabrication of wafers is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields and, in some cases, cause production to be suspended. Our foundries could, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the use of defective or contaminated materials could result in lower than anticipated production yields or unacceptable performance of our wafers. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time-consuming and expensive to correct. We also may experience manufacturing problems in achieving acceptable yields as a result of, among other things, transferring production to other facilities, upgrading or expanding existing facilities, or changing our process technologies. Poor production or defects, integration issues, or other performance problems in our solutions could significantly harm our customer relationships and financial results and give rise to financial or other damages to our customers.

Current report

Our customers may cancel their orders, change production quantities or delay production, and if we fail to forecast demand accurately, we may incur supply shortages or lose revenue.

Current report

The SkyWater business generally does not obtain firm long-term purchase commitments from our customers. Because production lead times often exceed the amount of time required to fulfill orders, it often must build its products in advance of orders, relying on an imperfect demand forecast. Such forecast accuracy can be adversely affected by a number of factors, including inaccurate forecasting by our customers, changes in market conditions and demand for our customers’ products. Even after an order is received, our customers may cancel these orders or request a decrease in production quantities. Any such cancellation or decrease could cause projected sales to fail to materialize on schedule or at all, resulting in revenue shortfalls and excess manufacturing capacity, while underestimating demand could result in insufficient inventory. Either outcome could lead to insufficient, excess or obsolete inventory, which could harm our operating results, cash flow and financial condition, as well as our relationships with our customers.

Current report

A material decrease in demand for products that contain semiconductors may decrease the demand for the services and products produced by the SkyWater business, and a decrease in the selling prices of our customers’ products may significantly affect our business, financial results and financial position.

Current report

The customers of the SkyWater business generally use the semiconductors produced in its fabrication facilities in a wide variety of applications. Any significant decrease in the demand for end-market devices or products may decrease the demand for its services and products. In addition, if the average selling prices of end-market devices or products decline significantly, we may be pressured to reduce its selling prices, which may reduce our revenues and margins significantly. As demonstrated in the past by downturns in demand for high technology products, market conditions can change rapidly, without warning or advance notice. In such instances, our customers may experience inventory buildup or difficulties in selling their products and, in turn, may reduce or cancel orders for wafers from us, which may harm our business and profitability. The timing, severity and recovery of these downturns cannot be predicted. In order for demand for our wafer fabrication services to increase, the markets for the end products utilizing the integrated circuits that we manufacture must develop and expand. Because our services may be used in many new applications, it is difficult to forecast demand. Lower-than-expected demand may adversely affect our financial results and financial position.

Current report

The SkyWater business has finite production capacity and limited redundancy in its manufacturing tooling and infrastructure, and the loss of that capacity could cause us to lose customers and revenue.

Current report

To the extent customer demand for the foundry services of the SkyWater business exceeds its capacity and manufacturing capabilities, or if its foundries become incapable of manufacturing products because of tooling or infrastructure equipment failure or other causes, we may be unable to fulfill customer demand, assure production of next-generation products or otherwise meet production requirements in a timely manner or at all. Because that business currently has limited or no redundancy in certain manufacturing tooling and infrastructure equipment, we would have no alternative means of production until capability is restored or an alternative facility is developed. While we carry business interruption insurance, it does not cover all possible situations, including loss of opportunity or damage to customer relationships resulting from an inability to produce products, and any resulting loss of customers or revenue could adversely affect our business, profitability and financial results.

Current report

The costs incurred by us to provide development services and manufacture wafers may be higher than anticipated, which could hurt our ability to earn a profit.

Current report

We may incur substantial cost overruns in the Advanced Technology Services and Wafer Services businesses that we acquired from SkyWater. In particular, pricing for Wafer Services is typically based on a fixed price per wafer which accounts for electrical yield and mechanical scrap, in addition to the associated manufacturing and overhead costs. If, despite our process controls currently in place, the wafer fabrication process shifts, it may cause electrical or performance yield loss. Wafer fabrication is also especially susceptible to interruptions caused by process tooling errors or facility support interruptions such as power loss, leading to the potential for scrap. In our Advanced Technology Services business, many customers contract with us on a consumption basis, but some contract with us on a firm fixed price basis where milestone attainment is required for payment. If the milestone scope is unexpectedly difficult, we may be required to continue expending effort and funds to achieve the milestone, which may delay revenue and increase costs.

Current report

The SkyWater business operates in the highly cyclical semiconductor industry, which is subject to significant downturns that may negatively impact our results of operations.

Current report

The semiconductor industry is highly cyclical and is characterized by rapid technological change, price erosion, wide fluctuations in supply and demand, evolving technical standards and short product life-cycles for semiconductors and the end users, and has historically experienced significant downturns tied to changes in general economic conditions. We may experience renewed, and possibly more severe or prolonged, industry downturns in the future. We base our planned operating expenses in part on our expectations of future revenue, and a significant portion of our expenses is relatively fixed in the short term. If an industry downturn or other unforeseen event causes revenue for a particular quarter to be lower than we initially expected, we likely will be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results.

Current report

The SkyWater business sales cycles are long and unpredictable, and our sales efforts require considerable time and expense, which could adversely affect our results of operations.

Current report

Sales of the products produced by the SkyWater business typically require lengthy sales cycles as customers can be complex and require us to educate our clients about our technical capabilities and the use and benefits of our services. Customers typically undertake a significant evaluation and acceptance process, and their decisions frequently are influenced by budgetary constraints, technology evaluations, multiple approvals and unplanned administrative, processing and other delays. We spend substantial time and resources on these sales efforts without assurance that they will generate long-term contracts, and if we do not realize the sales we expect, our revenue and results of operations could be adversely affected.

Current report

Certain of our purchase orders are cancellable until shortly before the start of production, and our lack of significant backlog in the business that we acquired from SkyWater makes it difficult for us to forecast our revenues and margins from that business in future periods and may cause actual revenue and results to fall short of expectations.

Current report

Purchase orders for the SkyWater business are often cancellable until shortly before production begins, and that business does not typically operate with significant backlog, which makes it difficult to forecast future revenues and margins. Because expense levels are based in part on expected future revenues, we may be unable to timely adjust costs to offset shortfalls caused by order cancellations, rescheduling or lower-than-forecasted orders. As a result, our backlog may not reliably indicate future revenues, and our revenue and margin forecasts, targets and guidance may fall short of expectations.

Current report

We may manufacture wafers based on forecasted demand, and if our forecasted demand exceeds actual demand, we may accumulate obsolete inventory, which may have a negative impact on our financial results.

Current report

We target manufacturing wafers to match each customer’s purchase order, but on occasion may produce wafers in excess of actual orders based on forecasted demand or anticipated capacity constraints. If we manufacture more wafers than are ultimately ordered, we may accumulate excess inventory that becomes obsolete and must be scrapped or sold at a significant discount, which could negatively affect our financial results.

Current report

Because the semiconductor markets in which we compete are highly competitive and many of our competitors have greater resources than us, we may not be able to compete successfully, and we may lose or be unable to gain market share.

Current report

The SkyWater business competes with numerous companies in the semiconductor market, including Taiwan Semiconductor Manufacturing Company Limited, United Microelectronics Corporation, Vanguard International Semiconductor Corporation, Tower Semiconductor Ltd., X-FAB Silicon Foundries SE, ON Semiconductor Corporation, GlobalFoundries Inc., MIT Lincoln Labs and Silex Microsystems, many of which have longer operating histories, greater name recognition and substantially greater resources than we do. These competitors may respond more quickly to changing customer demands, devote greater resources to product development and sales, or better withstand declines in demand given more diversified offerings or more favorable raw material relationships, and new competitors or competitor alliances could rapidly acquire significant market share. If we fail to compete successfully, our business would suffer and we may lose or be unable to gain market share.

Current report

In addition, from time to time, governments may provide subsidies or make other investments that could further magnify the competitive advantages to our competitors with longer operating histories, greater name recognition and access to larger customer bases. For example, in August 2022, the U.S. enacted the CHIPS and Science Act, which, among other things, provides funding to increase domestic production and research and development in the semiconductor industry. In December 2023, SkyWater submitted an application for CHIPS and Science Act funding for modernization and equipment upgrades to enhance production at its Minnesota facility. In December 2024, SkyWater signed a preliminary memorandum of terms that provides for up to $16 million in funding pursuant to the CHIPS and Science Act, which will be combined with $19 million in incentives from the State of Minnesota’s Forward Fund. However, there is no guarantee that we will receive any such CHIPS and Science Act funding pursuant to the preliminary memorandum of terms or otherwise, and such funding may not be available to us on acceptable terms or at all (including as a result of any modification or repeal of the CHIPS and Science Act). Further, the CHIPS and Science Act requires companies to adhere to various performance obligations, which we may not achieve. Regardless of whether we receive any CHIPS and Science Act funding, many of our competitors have received and may receive in the future CHIPS and Science Act funding and benefit from the investments, which could help increase their production capacity, shorten their lead time, and gain market share. For example, in May 2026, the U.S. Department of Commerce announced the signing of letters of intent to provide over $2 billion in federal incentives under the CHIPS and Science Act to nine companies, including certain competitors. Associated competitive pressures could distort the market space in which we operate and materially and adversely affect our business, financial condition and results of operations.

Current report

On June 30, 2026, the Company completed a transaction to acquire all of the issued and outstanding shares of Nexus. In connection of the acquisition, the Company issued to certain of Nexus’s stockholders a total of 1,843,025 shares of the Company’s common stock. The issuance and sale of these shares was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering provision of Rule 506 of Regulation D promulgated under the Securities Act.

Current report

On July 1, 2026, pursuant to pre-existing contractual obligations, the Company issued to Rocket Labs USA, Inc. 93,879 shares of the Company’s common stock. The issuance and sale of these shares was made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering provision of Rule 506 of Regulation D promulgated under the Securities Act.

Previous report

None.